CASE NUIVIBER: 2015CA000719 DIVISION: AE Filing 22759295 E-Filed 01/20/2015 05:24:49 PM IN THE CIRCUIT COURT OF THE 15TH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA 7700 CONGRESS, Ltd. CASE NO.: Plaintiff, VS. STRATEGIC GLOBAL ASSETS, LLC d/b/a FRAUDGUARANTEECOM, LEV PARNAS, individually, and DAVID CORREIA, individually, all d/b/a FRAUDGUARANTYCOM, jointly severally, Defendants. COMPLAINT FOR MONEY DAMAGES Plaintiff, 7700 CONGRESS, LTD, a Florida Company sues the Defendants, STRATEGIC GLOBAL ASSETS, LLC d/b/a FRAUDGUARANTEECOM, LEV PARNAS, individually, and DAVID CORREIA, individually, all doing business as FRAUDGUARANTYCOM, joint severally and alleges as follows: 1. This is an action for money damages in the amount of $27,282.09. 2. Plaintiff, 7700 CONGRESS, Ltd, is a Florida Limited Partnership registered to conduct business in Florida. 3. Defendant, STRATEGIC GLOBAL ASSETS, LLC d/b/a FRAUDGUARANTEECOM, is a Florida Company registered to do business in Palm Beach County, Florida. 4. Defendant, LEV PARNAS, upon information and belief, is an adult Citizen of the United States and a resident of Palm Beach County, Florida and is sued in his capacity as sui juris. 5. Defendant, DAVID CORREIA, upon information and belief, is an adult Citizen of the United States and a resident of Palm Beach County, Florida and is sued in his capacity as sui juris. 6. All condition precedent to the ?ling of this action have either been ful?lled or waived. FILED: PALM BEACH COUNTY, FL SHARON BOCK, CLERK. 1/20/2015 5:24:49 PM (Breach of Written Lease Contract) 7. Plaintiff realleges and reavers each of the allegations set forth in paragraphs 1 through 6 above as though duly set forth herein. 8. On or about March 15, 2013, the Defendant, STRATEGIC GLOBAL ASSETS MANAGEMENT, LLC, a Florida Limited Liability Company d/b/a FRAUDGURANTEECOM, executed by the Defendant, DAVID CORREIA, individually, entered into a commercial lease contract in Palm Beach County, Florida, whereby Defendants obligated themselves to pay Plaintiff rent and breached the agreement attached hereto as Composite Exhibit by failing to pay rent. 9. The Defendant, DAVID CORREIA, executed a Lease Amendment on the September 8, 2014, where they took a smaller space and agreed to pay the past due amount of $24, 020.83. 10. Defendant breached the agreement by failure to pay pursuant to the terms of said agreement due to Plaintiff. 11. Defendants owe Plaintiff $27,282.09 plus interest since March 15, 2013, as a result of the Defendants? breach. 12. The Plaintiffs are entitled to costs and attorney fees pursuant to the terms of the Lease, specifically section executed by and between the Plaintiff and Defendants. 13. The Lease provides that, in the case of breach of the Lease and/ or early termination thereof, the Tenant remains liable for the rent and Plaintiff has the right to declare the entire balance of the Rental for the remainder of the term of the Lease Agreement immediately due and owing. See Exhibit WHEREFORE, Plaintiff demands Judgment against the Defendants for compensatory damages in the amount of $27,282.09, pre-judgment interest, costs, attorney fees and such other and further relief as this Court deems just and proper. (Account Stated) 14. Plaintiff realleges and reavers each of the allegations set forth in paragraphs 1 through 6 above as though duly set forth herein. 15. Prior to the institution of this action, Plaintiff and Defendants had business transactions between them. 16. Plaintiff rendered a statement of the balance owed to the Defendants, a copy of which is attached hereto as Plaintiff?s Composite Exhibit and the Defendants did not object to the statement. 17. Defendants owes Plaintiff $27,282.09 plus interest since March 15, 2013, on the account. WHEREFORE, Plaintiff demands judgment against the Defendants in the amount of $27,282.09, pre-judgment interest, costs, attorney fees and such other and further relief as this Court deems just and proper. (Personal Guaranty) 18. Plaintiff realleges and reavers each of the allegations set forth in paragraphs 1 through 6 above as though duly set forth herein. 19. On or about September 8, 2014, in Palm Beach County, Florida, Defendant LEV PARNAS, individually, executed and delivered an unconditional personal guaranty of payment for all obligations under the Amended Lease attached hereto, a copy of which is attached and marked Composite Exhibit and made a part hereof. 20. Plaintiff owns and holds that guaranty. 21. The Defendant has not paid the balance due when due. 22. Defendant, LEV PARNAS, individually therefore is responsible and owes Plaintiff $27,282.09 plus interest since September 8, 2014, according to the attached exhibits, on the Defendant?s guaranty. 23. Plaintiff is obligated to pay his attorneys a reasonable fee for their services and is entitled to recover same pursuant to the terms of the guaranty. WHEREFORE, Plaintiff demands judgment against the Defendants in the amount of $27,282.09, pre-judgment interest, costs, attorney fees and such other and further relief as this Court deems just and proper. Jeffrey J. Needle. Esquire The Needle Law Group Florida Bar No: 0088242 Attorney for Plaintiff 5300 NW 33rd Avenue, Suite 206 Fort Lauderdale, Florida 33309 (954) 485-9900 ext. 119 (954) 485-8527 fax courtfilin rf?ifiizeedlelaw.com 588318 STANDARD OFFICE LEASE THE PRESERVE AT 7700 CONGRESS Composite Exhibit A 1 of 36 INDEX TO STANDARD OFFICE LEASE LEASE Page NO. BASIC LEASE INFORMATION RIDER I . ACCEPTANCE OF . UTILITY SERVICES 7 113. REPAIRS MAINTENANCE ANI) UTILITIES 3 11. ALTERATIONS 9 12. ADIJITIONS ANE ALTERATIONS9 13- ASSIGNMENT AND 9 111. INSURANCE COVERAGE II 15. INSERANCE COVERAGE. II OF RIGHT OF . I I 17- DAMAGE OR DESTRUCTION BY CASUALTY. iI 18. CONDEMNATION AND EMINENT 12 19. LIMITATION OF INDEMNIFICATION 12 213. RELOCATION OF TENANT 13 21. COMPLIANCE WITH LAWS AND 13 23. 13 24. RENIEDIES FOR DEFAULT. 34 25. RIGHT TO PERFORM FOR TENANT ACCOUNT 14 27. NOTICES 15 28. ENCUMBRANCES 15 29. 15 30. TRANSFER BY LANDLORD 15 31. SURRENDER OF HOLDING OVER 15 32. NO CUMULATIVE REMEDIES . . H. 16 34. CONSENTS ANI) ALPPROVALS 16 35. ROLES AND REGULATIONS 16 36. SUCCESSORS AND ASSIGNS 16 37. QUIET ENJOYMENT 16 40. (INTENTIONALLY DELETED) 18 5. US 6 Exhibit Site Plan Exhibit 1 Pian Exhibit Legai Descn?ption Exhibit Knives and Reguiations Exhibit Farm of Guaranty Exhibit Intentionaily Deleted Exhibit ?El? Acceptance of Pzemises Memorandum 1770701k? Composite Exhibit A 2 of 36 Preamble Preamble Preamble Section 1 Section 1 Section 2. Section 2 Section 2 Section 3 Section 3 Section 3 Section 4 81:35: LEASE RIDER STARDARD OFFICE LEASE - THE PRESERVE AT E760 CONGRESS Date of Lease: are ?5 20E3 Landlord: Congressi Ltd? a Florida limited partnership Tenant: Strategic Global Assets Management LLC, a Florida limited liability company difbfe FraudGoarantee.com Premises: Suite 2203-05 as Shown on Exhibit of The Preserve at ??06 Congressi 7708 Congress Avenue, Boca Raton, Florida 33487 {31an project together with any parking facilities included therein are collectively referred to as the "Building"}. The Building is legally' described on Exhibit attached to this Lease. Rentable Area of Premises: 2,358 square feeL which is stipulated and agreed by the parties. Commencement Date: April 1. 2013: Notwithstanding that the Commencement Date is April 1. 2013. Tenant may take early possession and occupancy of the Premises so long as the Lease is executed by Landlord and Tenant with the Total Due From Tenant at Lease Signing paid in ?ill as a condition to such early occupancy (see Section 4 below); all insurance is in place and approved by Landlord (see Section 14 below). all Landlord?s Work (see Section 6 below) has been completed and at such time of taking possession, Tenant commences payment of FPL for electric Services and janitoriai service to be biiled by Landlord (see Section 101;) beige-w} In snob event. the Commencement Date shalt be modi?ed and shall be the date that Tenant takes possession of the Premises without changing the Expiration Date of the Lease Term 35; stated in Section .2 beiow. Tenant shalt complete. execute and return to Landiord an Acceptance of Premises Memorandum in the fonn attached hereto as, Exhibit within 3 business days after Landlord?s request therefor. Expiration Date: May 31* 20E 7 Lease Term: Fifty {53) months Base Rent for each Lease Year ehell be as eel forth in the table below, Each year commencing on the Commencement Date (or commencing on the ?rst day of the ?rst month following the Commencement Date if the Commencement Date is other than the first day of the month, in which event the First Lease Year shall include the period between the Commencement Date and the ?rst month therea?er) or anniversary thereof is hereafter referred to as a "Lease ?rear.? ?erafegf gimme: a . {axon Wang}: 3 8359 Rear 83:: PSF Bess Rent 4? li29l3 3?31f2014 47,160.00 20.00 3 393190 4! liEOld 353112015 3 481574.30 20.60 4,047.90 Kl? li20l5 333 50.032334 3 21.22 3 4369.34 dflx?ZGl? 51533.0} 3 21335 4.294142 4fli2i) 1 5! 3 lz'Z?l 7 53,039.00 3 22,51 3 4323.25 Landlord shall abate Base Rent for the Month oprril 23013 and May 2013. lease l?erlod is for two months only. Base Year: 20 3 Tenant's Share: 3.09%. Landlord and Tenant acknowledge that Tenant's Share has been obtained by taking the Rentable Area of the Premises and dividing such number by 76.364 square feet. and multiplying such quotient by 100. In the event Tenant's Share is changed during a calendar year by reason of a change in the Rentable Area of the Premises or recalculation of the Rentable Area of the Building. Tenant's Share shall thereafter mean the result obtained by dividing the new Rentable Area of the Premises by the new Rentable Area of the Building and multiplying such quotient by 100. Deposits Required: Prepaid Rents Security Deposits First Months Rent {First Month Rent} 3 3330-00 SaEes Tax for FMR 235.80 Prepaid Rent 3 4.1 65.80 Security Deposit 7,860.06 Total Due a: Lease Signing 12,025.80 3mm: I Landlord Iriitialszenan?r Initials Srguoaen {)rrai?e irasr? Composite Exhibit A 3 of 36 Section 5 Section t3 Section Section 101:} Section 14 Section Section 41G Section 42 The Totai Due at Lease Signing rhnil be paid by Tenant noon Tenant?s exeeutinn and deiiver}! of? this Lease to Landlord Use of Premises: General office use subject to any exeinsive rights granted to other tenants within the Building. handmade Work: Landiord. at Landiord's Sole expense. shalt perform the foliowing work using its hoiiding standard niateriais: ti) in Suite 2204. remove the wall and the door in the from of?ee to create a large open area, {ii} instaii a door in the dentising wali between 2204 and 2205 along the front of the suites, repaint the Premises, and {iv} replace the carpet in the Premises. Number of Parking Spaces (non-reserved); 3.813 1390 initiai monthiy rate per Parking Space: SNKA imdiord to provide 5 night per week janitorial eerviee at $010325 per square foot per month or $1,215 per square foot annuaily. which will be billed as?: Additional Rent. Such cost is subject to change based on market conditions. Amount of Genera! Liability insurance: 3239030030; per occurrence ineinding Fire Damage Legai Liability coverage of not less than 335003.900 per occurrence: provided. however, Landlord reserves the right to require such higher amount frorn time to time as Landiord reasonahiy deems consistent with Second risk management practice. Regardfess of as}; ether the Lease has rammeraeed, Tenant wit? not be permiired to rake physics! occnpancy of the Premises anti! Lendinrd is in possession of a certificate of insurance and an emergent? confectform for Tenant: Tenantis Address for Notices: the iirernises Landiord?s Address for Notices: '3'79'3 Congress. Ltd? a Florida limited partnership do Jamie A. Danburg ?1708 Congress; Avenue, Suite 3160 Been Eaten. Florida 33487 With copies to: Robbin Newman Esq, General Counsel Danhurg Management Corporation Congress Avenne Suite 33 00 Been Rate-n. Fiorida 33487 Tenant?s Ree} Estate Broker: Andrea Raskin~Lapis from Coidweii Banker Commercial NRT whose commission shalt be naid by Landiord by separate agreement Landlord's Real Estate Broker: NIA Guarantor: Lev P351335 Certain of the information reiating to the Leaner including many of the principai economic ternisi are set forth in the foregoing Basic Lease Information Rider (the Rider?), The BLI Rider and the Lease are, by this reference; hereby incorporated into one another. In the event of any direct con?ict between the terms of the BLI Rider and the terms of the Lease, the BLI Rider shail control. Where the Lease simply seepiernents the ELI Rider and does not con?ict directly therewith, the Lease shall controi. PAGE t" sot. il Landlord Bikinis/?Tenant initials new Composite Exhibit A 4 Of 36 IN WITNESS Landlord and Tenant have signed this Rider as of the dates belaw their names. (Sign and Print Name): A Sign mw/w {As to Landlord) (Sign and Print Name): Sign Ma Printw Sign . mi? Prim (R 65-: I (As to Tenant) Paar EU Ltd? a Florida Uni?ed parinersliip Dated: 10?? Strategic: Giobal Assetg Managemenfi LLC . a Flar?da limited campany df'bfa FraudGuaraniyeacom By: David n? Dated: anager J2?r Lan 10rd Ilaitiaiszenant Initials am? Composite Exhibit A 5 of 36 STANDARD Lease: 1. COMMON AREAS Landlord leases to Tenant and Tenant leases from Landlord the Premises described in the Basic Lease Infonnation Rider (the "Bid Rider") attached to the front of this Lease and incorporated into this Lease by this reference, and as more particularly shown on the floor plan attached hereto as Exhibit and by this reference incorporated herein {"Premises") . The parties herehy agree that the Premises contain the number of Rentable Area set forth in the ELI Rider. Common areas include all areas of the Building not leased or rented to. or held for lease or rental to or exclusive use of. the 'l?enant or any other tenant of Landlord. which areas are used by more than one tenant of Landlord on the Building, including, witherut limitation. all unassigned parking spaces. driveways, truck courts. truck service areas, and sidewalks, if any of those areas exist on the project to service all Tenants of the project {the "Common Areas") provided that offroad parking areas in the Building not adjacent to the Premises shall not be availahle for use by Tenant or Tenant?s guests employees or invitees unless otherwise set forth herein, Common Areas will, at all titties. be suhiect to Landlord?s exclusive control and management in accordance with the terms and provisions of this Lease. 2. LEASE TERM: LEASE DATE A. General. The leasa term {"Lease Tenn") is for the period of time set forth in the ELI Rider. commencing on the Lease commencement date set forth in the ELI Rider (?Commencement Date") and ending on the Lease expiration date set forth in the 131.1 Rider ("Expiration Bate"). Tenant's obligation to pay Base Rent, Overhead Rent and Additional Rent, as such terms are hereafter defined, will commence on the Commencement Date. B, Renewal. Only if provided in the BLI Rider. Tenant shall have options (each an ?Option?} to extend the term of the Lease, each for such additional period as set forth in the BLI Rider. In order to exercise each of the Options, Tenant must give written notice to Landlord not less than seven months prior to the than existing expiration date of the Lease that it wishes to extend the term of this Lease: provided. however, that Tenant shall not be entitled to exercise either option unless each of the following conditions shall be fully satisfied at the time of its exercise: the Lease shall he in full force and effect: (ii) the original Tenant named in this Lease shall be in possession of the hremises: and Tenant shall not then be in default under any of the terms, provisions, covenants or conditions of the Lease. Additionally, Tenant shall not be entitled to exercise any Option out of? order_ if Tenant exercises an Option as provided, the termination date of the Lease shall be extended for the number of years applicable to the Option as stated in the Rider and Base Rent shall he adjusted to the amountts} set forth in the Bid Rider, or if none, market rent. ?if Tenant. shall fail to give written notice to Landlord of Tenant?s exercise of the thion as provided Tenant shall be deemed to have waived its right to exercise the OptiOn and to occupy the Premises heyond the then existing term of the Lease. Notwithstanding anything to the contrary in this Lease, the term ?Lease Term" whenever used in this Lease shall be defined to include the original term and all renewals and extensions thereof. Market rent (including escalations for successive years of the Renewal Tenn) shall be determined by Landlord in its reasonable discretion. Landlord?s determination shall be based, as Landlord deems appropriate, upon then current and projected rents for suites in the Building which are then for rent (or. if none, which have been rented during the prior twelve months) or projected to be for rent during the Lease Term. adjusted for any special conditions applicable to such suites and leases. for location, length of term, amount of space and other factors Landlord deems relevant in computing rents for suites in the Building, including adjustments for anticipated inflation. and subject to adjustments for ?uctuations in market rents, market conditions and price conditions. Notwithstanding anwhing herein to the contrary, Landlord?s detemiination of market rent shall he final, and Tenant?s sole remedy in the event that it is dissatis?ed with such determination shall he nonuexercise of the Option. 3. RENT A- Base Rent. During the Lease Term, Tenant will pay as the hose rent for the Premises (?Base Rent?) the amounts set forth in the ELI Rider, in advance. on or before the ?rst day of each month, in equal installments of the amounts set forth in the Rider, The term "Rent" shall refer collectively to Base Rent. Overhead Rent and Additional Rent. as well as other charges. costs, fees and expenses payable to Landlord pursuant to this Lease. The term "Additional Rent? is sometimes used herein to refer to any and all other sums payable by Tenant hereunder. All Rent shall he paid without demand, sctoff? or deduction, and together with each payment of Rent, Tenant shall pay Landlord an}r and all sales and other such taxes as are now or later enacted applicable to such payment of Rent- The Rent shall be paid by ?l?enartt at the Building management office located in the Building or elsewhere as designated by Landlord in writing to Tenant. Any Rent payable for a portion of a month shall be prorated based upon the number of days in the applicable calendar month. B, Rent. Beginning on the Commencement Date. Tenant shall pay Tenant's Share, as defined in the BLI Rider, of the total amount of the annual Operating Expenses (as hereafter defined} other than insurance costs that are in execss of Qperating Expenses incurred during the Base Year, as de?ned in the ELI Rider: {ii} the total amount of the annual insurance costs incurred by Landlord including costs incurred by Landlord pursuant to commercially reasonable insurance deductibles and the total amount of Taxes (as. hereafter defined) that are in excess of Taxes incurred for the Base Year. As used herein, "Overhead Rent" means the total of Tenant?s Share of Operating Expenses and Taxes, Prior to each calendar year, beginning with the calendar year inunediately following the Base Year: Landlord shall~ in advance, reasonably estimate for each such calendar year the total amount of the Overhead Rent. One-twelfth {1:32) of the estimated Overhead Rent shall he payahle along with the payment of the Base Rent. Landlord shall have the right, from time to time. to modify its estimate of Overhead Rent; and Landlord reserves the right to impose special assessmentts) on Tenant to collect items of Tenant's Share of Operating Expenses and Taxes incurred hy Landlord during the calendar year, Following expiration of each calendar year for which Overhead Rent is payable hereunder. Landlord shall provide Tenant with a reconciliation statement showing the amount of the actual components of Overhead Rent for such calendar year, If? the reconciliation statement re?ects an underpayment in either component of Overhead Rent, Landlord shall also deliver to Tenant an invoice for the entire amount due which Tenant shall pay in a lump sum within thirty (30} days following receipt of such invoice or with the due date of its next payuierit of Rent, whichever shall first occur. if the reconciliation statement reflects an overpayment in either component of Overhead Rent. Tenant shall be entitled to a credit against the next paytnentis} of Rent in an amount equal to the overpayment, When calculating annual Taxes, such calculation shall, with respect to ad valorem taxes be calculated with reference to the gross amount set forth in the of?cial tax hill issued by the appropriate taxing authorities, irrespective of the amount actually paid by Landlord for such calendar year in light of a protest or dispute over the amount of such Taxes, In the event the Taxes for any calendar year are in fact contested by Landlord. however. ultimately the amount payable for that calendar year shall be the amount found to he has} i?ll/ Landlord lnitialsflenant Initials Composite Exhibit A 6 of 36 payable in a final detcnnination. whether such final determination is in the form of a pronouncement from the appropriate tribunal or a settlement. The delivery of the ai?oredescrihed projection statement after January 1 andfor the reconciliation after March 3i shall not be deemed a waiver of any of Landlord's rights to collect nannies andfor a waiver of any of the duties and obligations ol? ?l?enant as described in this section or as provided eISewhere in the Lease. As used in this paragraph 3.. the following terms shall have the Following meanings: The term ?Operating Expenses? shall mean any and all costs of owuershio. management. operation. repair and maintenance of the Building. including. Without limitation. wages. salaries. professionals? fees. taxes. insurance premiums {including escrowed insurance payments paid by Landlord to any mortgagee of the Building) and amounts incurred by Landlord pursuant to insurance deductibles- benefits and other payroll burdens of all employees. Building management the. maintenance. security and other services. Building management office rent or rental value. power. fuel. water. waste disposal. landscaping care. lighting, garbage removal, window cleaning. system maintenance. parking area care. and any and all other utilities. materials. supplies. maintenance. repairs. insurance applicable to the Building and landlords personal property and depreciation on personal property. reserves for non-budgeted repairs and replacement such as unforeseen andfor uninsurable casualty repairs. and {ii} the cost (amortized over such reasonable period as Landlord shall determine together with interest at the rate of twelve percent per annuni on the unarnortized balance) of any replacement and maintenance of roofs. mechanical equipment and parking areas, as well as reasonable reserves For such replacement costs. Landlord shall maintain accounting books and records in accordance with sound accounting principles. In determining the amount of Operating Expenses for any calendar year. if less than one hundred percent 800%} of the Building shall have been occupied by tenants and fully used by thermal Operating Expenses shall be increasad to an amount equal to the like operating expenses which would normally be expected to be incurred had such occupancy been one hundred percent (100%) and had such ?ll] utilization been made during the entire period or (ii) if Landlord is not furnishing particular work or services {the cost of which if performed by Landlord would constitute an Operating Expense} to a tenant who has undertaken to perform such work or Service in lieu of the performance thereof by Landlord. Operating Expenses shall be deemed to be increased by an amount equal to the additional expense which would reasonany have been incurred during such period by Landlord had Landlord furnished such work or service to such tenant. The term "Taxes" shall mean the gross amount of all impositions. taxes. assessments (special or otherwise). water and sewer assessments and other govenunental liens or charges of any and every kind. nature and sort whatsoever. ordinary and extraordinary, foreseen and unforeseen. and substitutes therefor. including all taxes whatsoever {except for taxes for the following categories which shall be excluded from the de?nition of Taxes: any inheritance. estate. succession. transfer or gift taxes imposed upon Landlord or any income taxes speci?cally payable by Landlord as a separate taxwpaying entity without regard to Landlord's income source as arising from or out of the Building andior the land on which it is located) attributable in any manner to the Building. the land on which the Building is located or the rents (however the tenn may be defined} receivable therefrom. or any part thereof. or any use thereon. or any facility located therein or used in cenjunction therewith or any charge or other amount required to be paid to any governmental authority. Whether or not any of the foregoing shall be designated ?real estate tax". "sales tax". "rental tax". "excise tax". ?business tax". or designated in an}; other manner. Tenant shall pay Tenant?s Share of Extraordinary Expenses within thirty {30} days after receipt of an invoice for sarne. Extraordinary Expenses are defined as expenses incurred by Landlord in connection with the operation. repair and maintenance of the Building that are not budgeted on an annual basis. and notwithstanding anything to the contrary in this Lease. Extraordinary Expenses shall not be deemed part of Operating Expenses. {43 For a period of thirty (30} days after receipt of the reconciliatiort statement. Tenant shall have the right. upon advance notice. to visit Landlord?s office in the Building during Business Hours. as hereafter defined. to inspect its books and records concerning the Overhead Rent after Tenant provides Landlord with written notice in the manner proscribed in the immediately following sentence. Tenant hereby agrees that the Overhead Rent from time to time computed by Landlord shall be final and binding for all purposes of this Lease unless. within thirty (39} days after Landlord provides Tenant ntitli written notice of the amount thereof. Tenant provides Landlord with written notice (if; disputing the mathematical accuracy of such amount {the "Disputed Amount") {ii} designating a national accounting ?rm. or a regional. recognized accounting firrn that is independent of Tenant and is approved by Landlord. at Tenant?s sole cost and expense. to review the mathematical accuracy of the Disputed Amount with Landlord andfor its designated representatives and agreeing to be bound by all of the following requirements: Tenant?s auditor will not be paid on a contingency basis. All information obtained through Tenant?s audit shall he held in strict confidence and shall not be revealed to anyone except in connection with litigation between Landlord and Tenant regarding Operating Expenses. Compliance with these requirements shall be evidenced by a signed writing to he executed by Tenant?s auditor prior to inspecting Landlord?s books and records concerning Overhead Rent. Landlord shall have all rights allowed by law or equity if Tenant or any of its officers. agents or employees andfor its auditor Violate the terrns of this paragraph. including. without limitation. the right to terminate this Lease or the right to terminate Tenant's right to audit in the future pursuant to this Section. The obligations in this paragraph shall survive termination of this Lease. Notwithstanding the foregoing. in order to preserve Tenant?s right to dispute the Overhead Rent as set forth above. Tenant must pay the Disputed Amount to Landlord within the timefrarne required under this Lease. otherwise Tenant?s right to conduct an audit will be waived in such instance. Landlord hereby agrees. in the event it receives such notice from Tenant. to cooperate in completing such review and refunding any portion of the Disputed Amount which exceeds the amount actually due from Tenant. Notwithstanding anything herein to the contrary, Tenant's basis for objection regarding Operating Expenses shall be limited to increases in Operating Expenses for the Base Year. Tenant waives any right to object on any basis to Operating Expenses included in the Base Year. . Late Clinigc. Tenant covenants and agrees to pay a late charge in the amount equal to ten percent of the rent due and Two Hundred Fifty and 093190 ($250.00) Dollars for any payment of Rent not received by Landlord on or before the date when same is due. Tenant shall also pay Landlord interest at a rate equal to eighteen percent {1 per annum accruing on any Reads) outstanding. Tenant shall pay Landlord any such late charge{s] and interest within five (5) days after Landlord notifies Tenant of saute. 9&6} 5 Landlord lnitialszendnt Initials 3 {551% Composite Exhibit A 7 of 36 D. Run: Taxes and Personal Taxes; In addition to Base Rent and Overhead Rent. Tenant shall and hereby agrees to pay to Landlord each month a sum equal to any sales tax. tax on rentals and any other similar charges now eaistine or hereafter imposed. based upon the privilege of? leasing the space leased hereunder or based upon the amount of rent collected therefor. Further. notwitluuanding anything in this Lease to the contrary: in no event shall Taxes include taxes levied or assessed against Tenant's personal property. furniture. fixtures or leanehold improvements. and instead. Tenant alane shall be responsible for all such taxes; and {ii} if any taxes For which Tenant is liable are levied or assessed against Landlord or Landlord?s property and Landlord elects to pay the same. or if the assessed value of Landlord?s property is increased by inclusion of such personal property. furniture. Fixtures or leasehold improvements and Landlord elects to pay the taxes based on such increase. then Tenant shall pay to Landlord. within thirty days following written request therefor. the part of such taxes for which Tenant is primarily liable hereunder. E. Cnmmencem our other than Fins! Dar. if Tenant?s possession of the Fremises conunences on any day other than the ?rst day of the month. Tenant shall occupy the Premises under the terms. of' this Lease and the pro rata portion of the Rent shall be paid by Tenant: provided. however. that in such an event the Commencement Date. for the purposes of this Lease. shall be deemed to be the first day of the month immediately following the month in which possession is given. F. Overhead Rent (trier Expiration Dare. Overhead Rent for the final months of this Lease is due and payable even though it may not be calculated until subsequent to the Expiration Date of the Lease, Tenant expressly agrees that Landlord. at Landlord?s sole discretion. may apply the Security Deposit. as defined in the Rider. in Full or partial satisfaction of any Overhead Rent due for the final months of this Lease. if said Security Deposit is greater than the amount of any such Overhead Rent and there are no other sums or amounts owed landlord by Tenant by reason of any other terms. provisions. covenants or conditions of this Lease- then Landlord shall refund the balance of said Security Deposit to Tenant as provided herein. Nothing herein contained shall be construed to relieve Tenant. or imply that Tenant is relieved. of the liability for or the obligation to pay any Overhead Rent due for the final mouths of this Lease by reason of the provisions of this paragraph. nor shall Landlord be required first to apply said Security Deposit to such Overhead Rent if there are any other sums or antenna; owed Landlord by Tenant by reanon of any other terms. provisions- covenants or conditions of this Lease. 4. SECURITY 8123?081?1?: SECURITY INTEREST A. Security Deposit. Tenant. concurrently with the execution of this Lease. has deposited with Landlord the Security Deposit set forth in the 8L1 Rider. Except as provided in the BLI Rider. this sum will be retained by Landlord as security for the payment by Tenant of the Rent and Additional Rent and for the faithful performance by Tenant of all the other terms and conditions ot?this Lease. in the event Tenant fails to faithfully perform the terms and conditions of this Lease. landlord. at Landlord?s option. may at any time apply the Security Deposit or any part thereof toward the payment of the Rent andfor Additional Rent antifor toward the performance of Tenant?s obligatioru: under this Lease; in such event. within five (5) days after notice. Tenant will deposit with Landlord cash suf?cient to restore the Security Deposit to twice its original amount, The Security Deposit is not liquidated damages. Landlord shall have the right. at Landlord's disoretion, to hold the Security Deposit until such time that a ?nal determination is made of all obligations of Tenant under this Lease; provided. however. that such determination Shall be made no later than one hundred twenty {120} days after the end of the calendar year in which the Lease Tenn expires or one hundred twenty {320} days; after the end of the Operating Cost Year in which the Term expires. whichever is later. Landlord may (but is not obligated to) exhaust any or all rights; and remedies against Tenant before resorting to the Security Deposit. Landlord will not be required to pay Tenant any interest on the Security lDeposit nor hold some in a separate account. If Landlord sells or otherwise conveys the Building. Landlord will deliver the Security Deposit or the unapplied portion thereof to the new owner. Tenant agrees that if Landlord turns over the Security Deposit or the unapplied portion thereof to the new owner Tenant will look to the new owner only and not to Landlord for its return upon expiration of the Lease Tenn. If Tenant assigns this Lease with the consent of Landlord. the Security Deposit will remain with Landlord for the benefit of the new tenant and will be returned to such tenant upon the same conditions. as would have entitled Tenant to its return. .8. Security Interest. In addition to any stamtory lien granted to landlords under the laws of Florida. Landlord shall have. at all times. and Tenant hereby grants and agrees to grant Landlord a valid security interest to secure payment of all Base Rent. Overhead Rent and Additional Rent and all other sums payable under this Lease as Rent becoming due hereunder from Tenant. and to secure payment of any damages or loss which Landlord may suffer by reason of the breach by Tenant of any covenant. agreement or condition contained herein. upon all goods. equipment. ?xtures. furniture. improvements. inventory. chattel. and other personal property of Tenant presently. or which may hereafter be situated within the Premises whether now opined or hereafter acquired. and all proceeds therefrom. including. without limitation. insurance proceeds. and all receivables; derived in Whole or part from business conducted by Tenant at the Premises (collectively "Personal Property"). and such Personal Property shall not, during any period a exists. be removed from the Premises without the prior consent of Landlord. which consent may be withheld in Landlord?s sole discretion. until all arrearages in Rent. as well as any and all other sums of money then due to Landlord hereunder. shall ?rst have been paid and discharged and all the covenants. agreements and conditions hereof have been fully complied with and performed by Tenant. In the event of a default by Tenant hereunder, Landlord may. in addition to any other remedies provided elsewhere herein or allowed by law, all of which are cumulative. enter upon the Premises and take possession of any and all Personal Property of Tenant situated within the Fremises. without liability for {reapass or conversion. and sell the same at public or private sale. with or without having such property at the sale. after giving Tenant reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made. at which sale the Landlord or its assigns may purchase such Personal Property unless otherwise prohibited by law. Unless otherwise provided by law. and without intending to exclude any other manner of giving Tenant reasonable notice. the requirement of reasonable notice shall be met if such notice is given in the manner prescribed in this Lease at least ?ve days before the time ofsale. The proceeds from any such disposition. less any and all expenses connected with the taking of possession. holding and selling of the Personal Property (including. without limitation. reasonable attorneys? fees and legal expenses) shall be applied as a credit against the indebtedness secured by the security interest granted in this Section. Any surplus shall be paid to Tenant or as otherwise required by law. and Tenant shall pay any de?ciencies forthwith. Contemporaneous with the execution of this Lease. and. at any other time during the Lease Term if requested by Landlord. Tenant shall execute and deliver to Landlord Uniform Commercial Code Fmancing statements in sufficient form so that when properly ?led. the security interest hereby given shall thereupon be perfected. If requested hereafter by Landlord. Tenant shall also execute and deliver to Landlord Uniform Code financing statement change instruments in sufficient form to reflect any proper amendment or modification in or extension of the aforesaid contract lien and security interest hereby granted. Landlord shall. in addition to all of its rights hereunder, also have: all of the rights and remedies of a secured party under the Uniform Commercial Code as applicable in Florida. 5. US Ptor i 2 Landlord lnitialst?l?enant initials SIAJVG sent}: in I- l.r Composite Exhibit A 8 of 36 Tenant wilt use and occupy:r the Premises soleiy for the operation of the business set forth in the Bid Rider and for no other use whatsoever, Tenant acknowiedges that its type of business. as above speci?ed. is a material consideration for iandiordis execution of this lease. Tenant wilt not commit waste upon the Premises nor suffer or permit the Premises or any part of then; to he used in any rnanner. or suffer or perrnit anything to he done in or brought into or kept in the Premises or the Building. which would: violate any tan; or requirement of public authorities. (ii) cause injuryr to the Building or any part thereof. annoy or offend other tenants or their patrons or interfere 1with the norrnai operations of HVAC. plumbing or other mechanicai or ciectricai systems of the 1Building or the elevators instailed therein. {iv} constitute a pubiic or private nuisance. or (V) aiter the appearance of the exterior of the Buiidintt oi: of any portion of the interior other than the i?rernises pursuant to the provisions of this Lease. Tenant agrees and acknowiedges that Tauant shall be responsibie for obtaining any speciai amendments to the certi?cate of occupancy for the Premises andfor the Building and any other governmentai permits. authorizations or consents required soleiy on account of Tenant?s use of the Premises. Tenant wili at ail times maintain a ievel of air conditioning in the Premises (not greater than 78" Fahrenheit) as Landlord reasonably deems sufficient to prevent ruddew andfor damage to the Freniiscs. 6. ACCEPTANCE OF Tenant accepts the Premises in its ash-is condition and acknowledges that Landlord has no obligation to perforrn any renovation or improvement of the Premises or contribute to the cost thereof except for Landiord?s Work described in the EU Rider. leasehoid improvements (as distinguished front trade fixtures and apparatus} instaiicd in the Premises at any tirne. whether by or on behalf of Tenant or by or on behalf of landlord. shail not be removed front the i3rcrnises at any time. unless such removal is consented to in advance by landlord: and at the expiration of this Lease (either on the Termination Date or upon such earlier termination as pro-"added in this Lease}. ail such leasehoid improvements shail be deemed to be part of the Fremises. shail not he removed by Tenant when it vacatcs the i?retniscs. and tide thereto shail vest solely in Landiord without payment of any nature to Tenant. Ali trade fixtures and apparatus (as distinguished from leasehoid improvements} owned by Tenant and instaiied in the Premises shail rernain the property of Tenant and shalt he remouahie at any? time, inciuding upon the expiration of the Tenn; provided Tenant shalt not at such time he in defauit of any terms or covenants of this Lease. and provided further. that Tenant shail repair any damage to the kremiscs caused by the removal of said trade ?xtures and apparatus and shail restore the Premises to substantially the same condition as existed prior to the installation of said trade fixtures and apparatus. As used herein, "Substantial Completion" shall mean that Landlord?s Work has been cotnpietcd but for ?punch iist" items that do not prevent Tenant from occupying the Premises. Landiord shaiit subject to Tenant Delays and any other cause beyond Landiord?s reasonable control. use due to colnpiete Landiord?s Work as soon as may he practicahie. hut Landlord shall not be liable in anyr manner whatsoever for its failure to do so by any particular date. Landiord?s Work shaii be deemed completed and satisfactory in ali reapects except for any such ?punch list? iterns identi?ed in writing by Tenant during a waik~through inspection of the Freinises prior to Tenant occupying same. As used in the Lease. the "Conuneneenrent Date" shah he the eariicst of the foliowing: the date of Suhstantiai Completion: the date on which Tenant takes possession of the Premises: and the date that Substantial Cornpietion would have occurred but for any Tenant Deiay as deterrnined by Landlord in its reasonable discretion- As used herein, Tenant Deiay means any deiay in the completion of Landlord?s Work that is caused by or attrihutabie to Tenant. including without iimitation. the foiiowing: Tenant?s faiiure to respond to requests for information or to furnish plans. drawings. and speci?cations as required by Landlord for it to perform Landiord?s work. within a time period estabiished by Landlord; or the failure of Tenant to approve of Landiord?s estimate of Tenant's Extra Cost within two days after Landlord?s advice to Tenant of same; or the faiiure of Tenant or any of its consuitants or agents to fatty respond within 3 business days to requests of Landlord or any of its consuitants or agents for input andfor information: any deiays reSuiting from the disapprovai by Landlord of ail or a portion of Tenant?s revised pians and Specifications as resubmitted after initiai submission: any delays resulting From Tenant's request for changes to the scope of Landiord?s Work: any materials. ?nishes or installations that are part of Landiord?s Work which are not availabie as needed to nice: Landlord?s scheduie For substantial completion of? Landiord?s Work at the time Landlord is ready to instail same; or entry into the i?rcrniscs prior to cornpiction of Landiord?s Work by Tenant or any employee. agent or contractor of Tenant. 7- PARKTN Tenant shah have the non-exciusive priviiege to use. and to permits agents. and invitees to use parking areas in conunon with the other Tenants in the Building from time to tune, suhject to the foitowing conditions: Landlord has made no representations or warranties with respect to the parking area. to the nurnber of spaces iocated therein or access thereto; Landlord reserves the right to reduce the nurnher of Spaces in or provide reserved spaces in. the parking area and! or change access thereto. provided that some rnanner of reasonabie access to the parking area rernains after Such change. and either of the foregoing shalt not entitle Tenant to any claim against Landlord or to any abatement of rental {or any part thereo? Landiord has no ohiigation to provide a parking tot attendant: Tandiord has made no representations or warranties with respect to the parking area. the number of spaces located therein or access thereto: {ii} Landiord reserves the right to reduce the number of spaces in the parking area by not more than ten percent of the then number of parking area spaces in the parking area andfor change access thereto: and none of the foregoing shalt entitle Tenant to any ciain?t against Landlord or to any abatement of Rent (or any part thereof); Landlord has no obligation to provide a parking attendant and Landiord shall have no liability on account of any toss or damage to any vehicie or the contents thereof. Tenant hereby agreeing to bear the risk of toss for same. 8. UTILITY SERVICES A. General. The Tenant shalt pay directly all charges for electric. teiephone and any other utilities used or consumed in the Fremises. which shail at Tenant?s expense he separatist}! metered to the hrerniscs. if the nature of Tenant's business requires use of any utility service that is master metered to the Building in excess of a norrnal eight hour business day or in excess of the normal demand or usage of a similar facitity in the same municipaiity as that in which the project is iocatcd. Landiord may require. at its sole discretion. that such services he individualiy metered to the Tenant's Premises, and Tenants. in that case. shalt pay ail costs associated with individuaiiy metering the utilities suppiied to Tenant?s Premises. For the purposes of this Lease. if Tenant in any month uses in excess of one hundred and ten percent (110%) of the average water used per square foot by ail tenants in the Buiiding (?Average Usage"). ali gaiions of water used above Average Usage shall be considered in excess of normai water and sewer usage and Tenant shail pay Landlord for at} such excess usage for both sewer and water on a monthiy hasis. immediately upon receipt of an invoice from Landlord. If Tenant requires utility services in addition to or in excess of those currentiy provided to the Freinises. Tenant shall pay costs of bringing such services to the Premises and for the use of such services. but Tenant shall not bring additional utilities or services to the hrernises without the express written consent of Landlord. 7 Landiord initialszenant initiais hi! suntan ?Bf? i Composite Exhibit A 9 of 36 B. Interruption It is understood and agreed that Landiord does not warrant that any of the services referred to above wilt be free iron: interruption. Tenant achnowiedges that any one or more of such services may be suspended by reason of accident or repairs. alterations or improvements necessary to be made. or by reason of operation of law. or other causes beyond the control of Landlord. No such interruption or discontinuance of service wiil be deemed an eviction or a disturbance of Tenant?s use and possession of the Premises or any part thereof. or reader Landlord liable to Tenant for damages or abatement of Rent or reiieve Tenant from the of performing any of Tenant's obligations under this Lease. 9. SECURITY it is hereby agreed by both parties that security of the Premises is the sole responsibility of the Tenant and that the Landlord has no for breach of security to the Premises. Tenant may at Tenant?s expense instaii a security system to the Premises; provided. however. that Tenant. in addition to access otherwise required hereunder. provide Landiord adequate access to the Premises in case of emergencies particuiarly regarding Premises that contain fire sprinkler risers and equipment. All repairs required to the Premises caused by security breaches are the responsihitity of the Tenant: however. Landlord may atom to effect such repairs. if appropriate to insure continued security. protection of property. or safety of life. The cost of such repairs shalt be Additionai Rent. 10. MAINTENANCE AND UTJLITIES A. Lanr?ordit During the Lease Term. Landlord shall define. set. and maintain the Ievci of repairs and maintenance for the Buiiding. the Common Areas. and ali other areas serving the Buiiding. in a manner comparable to of?ce buiidings of simiiar quality to and in the immediate geographic area of the Building. Landlord?s with respect to this paragraph are as foiiotvst the structural and roof systems of the Buiiding and parking garagets}. the Building standard electrical and mechanicai systems. (3) the primary water and sewer systems of the Building. (4) the Building Common Areas and the common area ?lmitnre. fixtures. and equipment. the iandscaped areas in and about the Buiiding. (6) the parking iotts). and repiacement of Building standard ?uorescent light buibs in the Common Areas. 33. Tenanris Rnsponsz?hiifties. During the Lease Tenn. Tenant perform ail needed repair. maintenance and repiacement of the foilotving at Tenant's expense (including without iinlitntion maintaining the fire rating of the foiiowing): Ail walls (including attachments thereto} inside or forming part of the Premises (however. Tenant is not responsible for the structurai integrity of any load-bearing walls nor is Tenant responsibie for the surface condition. including attachments thereto, of the side of any demising wali that is not inside the Premises); ail doors {inciuding door frames) inside andfor providing access to the t?remises: ail eiements of the storefront of the Premises (however. Tenant is not responsibie for the structural integrity of any load~bearing eietnents of the storefront: and ail windows {inciuding piste glass and window frames}. The eiectricai and niechanicai systems not considered Building standard exciusiveiy serving the Premises. regardiess of whether instaliod by Landlord or Tenant and whether iocated inside or outside of the Premises. The foiiowing examples are for ciarification and are not ail inclusive: electricat services for computers or similar items. projection room equipment such as dimmers. curtains. or similar items. to) water ciosat pinmbing. kitchen plumbing or simiiar items. HVAC for other than comfort cooiing in the Premises. to} security systems for the Premises. (F3 telephone system for the Fremises; and other similar systems exciusiveiy serving the Fremises. The repair and maintenance of the ?oor covering of the Premises. including VCT ?ooring. carpeting. ceramic tiles. marhie. wood flooring. or simiiar coverings. shall he performed by Landlord upon Tenant's request. at Tenant's expense. and Tenant wiil be billed for same as Additional Rent. Ah cabinets and miliworh (regardtess of ownership) so tong as said cabinets and are for the exciusivc use and bene?t of'fenant. All other personai property. improvements. furniture or fixtures. except any of same expressly designated in this Lease as those which Landlord shail maintain. Those items to be repaired and maintained by Tenant include. but are not limited to. the foliowing: ceiling tiies and ceiling grid. molding or other woodwork and paneling. to) tight fixtures and bulbs. draperies. blinds or walihangings. giass partition wails. water ciosets and kitchen areas. doors and locksets. vauits. safes. or secured areas and ?les and fiie cabinets. For the aforesaid items. Landlord may elect. with Tenant?s approval {which approval will not he unreasonably Withheid) to maintain and repair same at Tenant?s expense and Tenant xviil be bilied for same as Additionai Rent. However. in no event shalt Landlord he ohiigated to maintain. repair or repiace any ?les. the cabinets or vaults within the Premises. Ali windows and window frames. it is generaiiy understood that mold spores are present everywhere and that mold can grow?t in most any moist location. Emphasis is properly placed on prevention of moisture and on good housekeeping and ventilation practices. Tenant acknowledges the necessity of housekeeping. ventiiation. and moisture controi (especiaily in kitchens. janitor?s ciosets. bathrooms. break rooms and around outside waits} for moid prevention, In signing this Lease. Tenant has first inspected the Fremises and certifies that it has not obsarved moid. mildew or moisture within the Fremises. Tenant agrees to immediately notify Landiord if it observes moidfrnildew andfor moisture conditions {from any source. inciuding leaks}. and allow Landlord to evaluate and make recommendations andfor take appropriate corrective action. Tenant relieves Landlord from any for any bodily injury or damages to property caused by or associated with moisture or the growth of or occurrence of moid or miidew on the Premises. in addition. execution of this Lease constitutes acknowledgement by Tenant that control of moisture and moid prevention are integrai to its Lease obiigations. C- Repairs and Maintenance: Mfsr't?ffaneons. Notwithstanding anything to the contrary in this Lease. Landlord shalt have no to repair or maintain the Buitding. any of its components. the Common Areas. the i?rernises. or any fixture. improvement. trade fixture. or any item of personal roperty contained in the Building. the Common Areas. andfor the i?remlses 1f Pant/'8 Landlord Initiaisf?fenant initiais ST Ft?t?yi?i} LP Composite Exhibit A 10 of 36 such repairs or maintenance are required because of the occurrence of any of the following: the acts. misuse. improper standout. omission or neglect of Tenant or Tenant's Agents. or {ii} the conduct of business in the Premises. Should Landlord elect to make repairs or maintenance occasioned by the occurrence of any of the foregoing. Tenant shall pay as Additional Rent all such costs and expenses incurred by Landlord including a 10% fee to reimburse Landlord for overhead and administrative costs and incurred in connection with any such repairs or maintenance. Landlord shall have the right to approve in advance all worlc repair. maintenance or otherwise. to be performed under this Lease by Tenant and all of Tenant?s repairman. contractors. subcontractors and suppliers performing work or supplying materials- Tenant shall be responsible for all pcnnits. inspections and certificates for accornplisliint: the above. Tenaiit shall obtain lien waivers for all work done in or to the Premises. D. Janitorial. Landlord may elect to provide janitorial services to certain rcntable portions of the Building which may include the Premises. in which case Tenant shall reimburse Landlord On a basis as Additional Rent for Tenant?s pro rata share of the cost. of suchjanitorial services. For purposes of such janitorial costs. Tenant?s pro rata share is a fraction. the numerator of which is the Rentable Area of the Premisos. and the denominator of which is the total Rentable Area within the Building for which suchjanitorial services are provided by Landlord. I. ALTERATIONS A. Genernf. Tenant will make no alterations. additions or improvements in or to the Premises or the Building. of any kind or nature. including. but not limited to. alterations. additions or improvements in. to. or on. telephone or computer installations and all of such alterations, additions or improvements are collectively referred to in this Lease as the ?Alterntionlsj")- without: the prior written consent of Landlord. which consent shall not be unreasOnably Withheld. Tenant shall submit to Landlord detailed drawings and plans of the proposed alterations at the tirnc Landlord's consent is sought. Should Landlord to any proposed Alterations by Tenant. such consent will be conditioned upon Tenant?s agreement to comply with all requirements established by Landlord, including safety requirements and the matters referenced in Section 21 of this Lease. As stated herein. all Alterations niadc hereunder will become Landlord?s property when incorporated into or a?ised to the Building. However. at Landlord's option Landlord may, at the expiration of the Lease Term. require Tenant. at Tenant?s expense. to remove Alterations made by or on behalf of Tenant and to restore the Premises to their original condition. B. Alteration Fee. In the event Landlord reasonably deems it necessary to retain an outside consultant to raview plans and speci?cations of Tenant?s Alterations or supervise construction thereof. Tenant shall reimburse Landlord for its reasonable outwof-pocket costs and expenses of same. 12. ADDITIONS AND ALTERATIONS Landlord has the right to make changes in and about: the Building and parking areas. including. but not limited to. signs. entrances. address or name of Building. Such changes may but not be limited to. rehabilitation. rcdocoratioo. refurbishment and re?xtnring of the Building and expansion of or changes to the Bniitiing. The right of Tenant to quiet enjoyment and peaceful possession given under the Lease will not be (learned breached or interfered with by reason of landlord?s actions pursuant to this paragraph so long as such actions do not materially deprive Tenant of its use and enjoyment of the Premises. 13. AND SUBLETTING A. Landinrd?s Consent Rt?qtiired. Except as provided below with respect to assignment ot?this Lcasc following Tenant?s bankruptcy. Tenant will not effect a transfer without first obtaining the consent of Landlord. which consent Landlord shall not unreasonably withhold provided that all ol? the requirements of paragraph B. of this Section 13 are satis?cd. As used in this Section l3. any of the following. shall be deemed to bc a transfer: assignment of this Lease. in whole or in part: sublet of all or any part of the Premises; any license allowing anyone other than Tenant to use or occupy all or any part of the Premises: a pledge or by mortgage or other instrument of Tenant?s interest in this Lease; any transfer of corporate shares as described in paragraph C. of this Section 13; or any of partnership interest as described in paragraph D. of this Section l3. Consent by Landlord to any transfer shall not constitute a waiver of the requirement for such consent to any subsequent transfer. In lieu of approving any Landlord may elect to terminate this Lease as to the portion of the Premises affected by such transfer (together with such additional portion of the Premises needed by Landlord to render the terminated portion marketable) by giving Tenant notice of such election. in which event this Lease and the rights and obligations of the parties hereunder shall cease as of a date set forth in Such notice which date shall not be less than sixty (60) days after the date of such notice. Tenant's allotted parking spaces shall be proportionately reduced based on the amount of space recaptured by Landlord. In the event of any such termination. all Rent (other than any Additional Rent due Landlord by reason of Tenant's failure to perform any of its obligations hereunder) shall be adjusted as of the date of such termination. B. Conditionsfm? Transfer Approval. The parties recognize that this Lease and the Premises are unique. and that the nature and character of the operations within and management of the Premises are important to the success of the Building. Accordingly. Landlord shall be entitled to arbitrarily withhold its consent to any transfer. unless all of the following conditions are satisfied. in which event. Landlord agrees that it not unreasonably withhold its consent to the transfer in question: l) ln Landlord?s reasonable judgment. the proposed assignee or or occupant is engaged in a business or activity. which is in keeping with the then standards of the Building. is limited to the permitted use of the Premises as limited by this Lease. and will not violate any negative covenant as to use contained in any other lease in the Building: The proposed assigncc or or occupant is a reputable person of good character and with suf?cient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof (such pro-of consisting of not less than three audited financial statements for the thr?e~year period preceding the proposed transfer}: (3) The form of the proposed sublcasc or instrument of assignment or occupancy shall be reasonably satisfactory to Landlord. and shall comply with the applicable provisions of this Paragraph: ?tint/?0 CI, Landlord lnitinlsf'l?erini Initials Composite Exhibit A 11 of 36 The proposed assignee or subtenant or mcupaiit is not already an occupant of the Building or tenant under tease with Landiord. 3? The proposed subtenant or assignec or occupant shail not be eiititle? directiy or indirectly, to dlpiornatic or sovereign immunity and shaii be subject to the service of process in. and the jurisdiction of the courts of the State of' Florida. . Such transferee shali assume in writing, in a form acceptable to Landlord. ail of Tenantis obligations hereunder and Tenant shaii provide Landiord with a copy of Such assuniptionf transfer document: Tenant shall pay to [andiord a transfer fee of One Thousand Five Hundred Boilers {$150030} prior to the effective date of the transfer in order to reimburse Landiord for ali of its internal costs and expenses incurred with respect to the transfer, inciuding, without costs incurred in connection with the review of financiai materials~ meetings with representative of and/or transferee and preparation. review, approvai and execution of the required transfer documentation and, in addition, Tenant shall reimburse Landiord for any out-of-pocket costs and expenses incurred with respect to such transfer; As of the effective date of the transfer and continuing throughout the remainder of the Term. the Base Rent shali not he iess than the Base Rent set forth in the ELI "Rider: Tenant to which the Premises were initialiy teased shail continue to retnain liable under this Lease for the pcrf?omtance of terms, including but not limited to payment of Rentai due under this Lease: Tenant?s guarantor shail continue to remain liabie under the tenns of the Guaranty of this Lease and. if Landiord deems it necessary. such guarantor shali execute such documents necessary to insure the continuation oi' its guaranty: {1 Tenant shalt give notice of a requested transfer to Landlord, which notice shali be accompanied by a conformed or photostatic copy of the proposed assignment or sublease, the effective or commencement date oi? which shail be at least 60 days after the giving of such notice, a statement setting forth in reasonable dctaii the identity of the proposed assignec or subtcnant. the nature of its business and its proposed use of the Premises, current ?nancial infonnation with respect to the proposed assignee or subtenant. including, without its most recent financiai report and such other information as Landiord may reasonably request. {12} The proposed assignee or subtenant or occupant is not an existing tenant of the Building, nor is the proposed assignee or subtenant af?liated with an existing tenant or the Buiiding. nor are any officers. directors or empioyees of the proposed assigncc or subtenant or occupant employed by or affiliated with any existing tenant or the Building or any of such existing tenant. C. Yi'ausj?hr of Corporate Shares or Membership Interact. if Tenant is a corporation other than a corporation the outstanding voting stock of which is listed on a "national securities exchange" as defined in the Securities ?Exchange Act of 1934. or if Tenant is a limited company, and if at any time after execution of this Lease any part or ail of the corporate shares or membership interests shah be transferred by sate, assignment, bequest, inheritance, operation of law or other disposition (inciuding, but not to. such a transfer to or by a receiver or trustee in federal or state bankruptcy. or other proceedings} so as to result in a change in the present controi of said corporation or iirnited liability company by the pcrson(s) now owning a majority of said corporate shares or membership interests. a transfer shalt be deemed to have occurred Tenant shah give Landlord notice that such transfer is imminent at least fifteen 35} days prior to the date of such transfer. If any such transfer is made (and regardless of whether Tenant has given notice of same), Landiord may elect to terminate this Lease at any time thereafter by giving Tenant notice of such eicction. in which event this Lease and the rights and obligations of the parties hereunder shail cease as of a date set forth in such notice which date shalt not be less than sixty {60} days after the date of such notice, In the event of any such tennination. all Rent {other than any Additional Rent due Landiord by reason of Tenant's faiiure to perform any of its obligations hereunder) shalt be adjusted as of the date of such termination. D. Interests. if Tenant is a generai or iin?tited partnership and if at any time after execution of this Lease any part or ail of? the interests in the capitai or pro?ts of such partnership or any voting or other interests therein shail be transferred by sate: assignment, bequest, inheritance, operation of iaw or other disposition (inciuding, but not iirnited to, such a transfer to or by a receiver or trustee in federal or state bankruptcy or other proceedings, and also inciuding. but not iirnitcd to, any adjustment in such partnership interests} so as to result in a change in the present controi of said partnership by the person or persons nonr having control of samct a transfer shah be deemed to have occurred. Tenant shall give Landlord notice that such transfer is imminent at least ?fteen {35) days prior to the date of such transfer, If any such transfer is made (and regardless of whether Tenant has given notice of same}, Landiord may eiect to terminate this Lease at any time thereafter by giving Tenant notice of such eiection, in which event this Lease and the rights and obligations of the parties hereunder shalt cease as of a date set forth in such notice which date shalt be not less than sixty days after the date of such notice. in the event of any such termination, all Rent (other than any Additional Rent due Landlord by reason of Tenant?s failure to perfonn any of its obligations hereunder} shalt be adjusted as of the date of such tennination. E, i of?chtfinm Ti?rmsfercc. The acceptance by Landiord of the payment of Rent foliowing any assignment or other transfer prohibited by this Article shall not be deemed to be a consent by Landiord to any such assignment or other transfer nor shali the same be deemed to be a waiver of any right or remedy of Landlord hereunder, F. Additions? Provisions Respecting Yi?misfeist if Landlord shali consent to any Transfer! Tenant shali in consideration therefori pay to Landlord as Additional Rent an amount count to the Transfer Consideration. For purposes of this paragraph, the term Transfer Consideration shall mean in any Lease Year any rents. additional charges or other consideration payable to Tenant by the transferee of the Transfer which is in excess of the Base Rent and Overhead Rent accruing during such Lease Year, (ii) ail sums paid for the saic or rental of Tenant?s fixtures, leasehoid improvements, equipment, furniture or other personai property in excess of the fair market sale or rentai value thereof as of the date of the Transfer and all sums paid for services provided by Tenant to the transferee (inciuding- without iirnitation, secretarial. word processing, receptionist. conference rooms, and library) in excess of the fair market vaiue of such services. The Transfer Consideration shail be paid to Landiord as and when paid by the transferee to Tenant, 1" mi E9 Landiord Initiais Lt? is; Composite EXthit A 12 Of 36 Landlord shall have the right to audit Tenant'u books and records upon reasonable notice to determine the amount of Transfer Conniderntion payable to Landlord. in the event such audit reveals an understatement of Transfer Conuidcration in excess of live percent of the actual Transfer Consideration due Landlord. Tenant shall pay for the cost of such audit within ten (10] days after Landlord?s written demand for same. 14. INSURANCE COVERAGE A. General. Tenant agrcer. that. at all times during the Lease Term {as well as prior and subsequent thereto if Tenant or any of Tenant's Agents should then use or occupy any portion of the Premises). it will keep in force. with an insurance company licensed to do business in the State of Florida. and at least A~rated in the most current edition of Best?s Insurance Reports and acceptable to Landlord. without deductible. comprehensive general liability insurance. including coverage for hodin iniury and death- propertyr damage and personal injury. contractual liability and ?re damage legal liability as referred to below. in the amount of not less than the arnourtt set forth in the ELI Rider. combined singie iiruit per occurrence for injury (or death) and damages to property. (13} with deductibte of not more than Five Thousand Doltars insurance on an Risk or Physical Loss" basis. including sprinkler teekagc. vandalism. maticious mischief. tire and extended coverage. covering the Premises. all AEterationr: ands: improvements to the Premises. fixtures. ?rrnishiugs. removable floor coverings. equipment. signs: and ail other decoration or Stock in trade. in the amounts; of not less than the full reptaeernerrt vaEue thereof. and e)aot01nobite liability insurnnec for at] business vehicles of Tenant need from time to tirne within the Project. Such policies Witt: include Laudtord. Landiord?s management company {currently Management Corporation} and such other parties as Landiorri may reasonabty designate as additionat insureds and toss payee. {ii} be considered primary insurance to any policies issued to the Landlord. include Within the tenns of the policy or by contractual liability endorsement coverage insuring Tenant?s indemnity obligations under paragraph 19.. and (it) contain Waiver of Suhrogation Clauses under the policies deecrihed in and (la) above. and the worker?s compensation policy described below. and (vi) provide that it may not be cancelled or changed Without at leaat thirty (30) days prior written notice from the company providing such insurance to each party insured thereunder. Tenant will altzo maintain throughout the Lease Term worker?s compensation insurance with not less than the maximum statutory limitn of coverage and employers liability insurance with the lirnits of not less than One Million Dollars {321300.000} each accident. One Million Dollars by disease and One Milliort Dollars {341.008.0013} each employee . 13. Evidence. The insurance coverages to be provided by Tenant will be for a period of not less than one year. At least fifteen (15) days prior to the Commencement Date. Tenant will deliver to Landlord original certi?cates of all such paid-up insurance evidencing the coverage and terms that are described in paragraph A above: thereafter. at least fifteen (15) days prior to the expiration of any policy Tenant will deliver to Landlord such original certificates as will evidence a paid-up renewal or new policy to take the place of the one expiring. 15. INSURANCE COVERAGE A. Generaf. Landlord will at nil times during the Lease Term maintain a poticy or policies of ineurauee insuring the Buitding against loss; or damage by fire. explosion or other hazards: and contingencies typieatty covered by insurance for an amount acceptabte to the nrortgagees eneumbering the Building. Landtord reserves the right to seifdusure in lieu of maintaining such poiicies.. B- Tenant? Acts. Tenant will not do or permit anything to be done upon or bring. or keep or permit anything to he brought or kept upon the Premises. which wilE urcrease Landlord?s rate of insurance on the Building. If by reason of the failure of Tenant to comply with the terms of thin Lease. or by reason of Tenant's occupancy? {even though permitted or contemplated by this Lease), the insurance rate shall at any tinte be higher than it would otherwise he. Tenant will reimburse Landlord for that part of all insurance premiums charged because of such violation or occupancy by Tenant. Tenant agrees to comply with any requests or recommendation made by Landlord's insurance underwriter inspectors. 16. OF RIGHT OF RECOVERY A. General. In the event of any damage to the hreinisea {Fremiscs as used herein shall include all personal property and belonging to Tenant a well as Alterations. improvements and betterinents made by Tenant to the Premises). Tenant agrees to look solely to. and to seek recovery from. its own insurance carrierfs). and Tenant hereby releases and waives all right ol?rccovery against the Landlord and the Landlord Parties. including Landlord?s. insurance carriers. lay way of subrogation or otherwise- In the event of any damage to the Building or the Project which is caused by Tenant or for which Tenant is otherwise liable. Landlord. at its sole option. may pursue recovery from the Tenant or its; insurance carrierts), but if Tenant carries insurance with such cornuanies. coverages and amounts not less than What is required of Tenant in Section id of this Leann. then Landlord agrees to limit its recovery against Tenant to the amount of the insurance proceeds payable by Tenant?s insurance. If Landlord does not elect to pursue recovery from the Tenant or its insurance carricr(s) as described herein. then Landlord may seek recovery from its own insurance carrie?s) in which event Landlord's ingurance carrien?sl may pursue subrogation against Tenant for amounts not exceeding what is required to be carried by Tenant in Section 14 of this Lease or what is actually carried. whichever is greater. Notwithstanding anything herein to the contrary. this Section 16.A. does not. and shall not limit Tenant?s liability under Section 39 of this Lease. or under Section 19 of this Lease for claims other than damage to the Premises that may be made against Landlord or any Landlord Parties by any third party or any person claiming by. through or under Tenant. used in this Section ?Damage" means any loss. destruction. injury or other damage. and ?Landlord PartieS? means any of?cers. directors. partners. eruptoyees. or agents of Laudiorti. B. Tenant acknowledges that Landlord will not carry insurance on improvements. furniture. ?unishings. trade fixtures. equipment in or made to the Premises by or for Tenant. and Tenant agrees; that Tenant. and not Landlord, wiil be obligate-ct to repair any damage thereto or the some. 17. DAMAGE OR DESTRUCTION BY CASUALTY A Repair Estimate- If the Premises or the Building are damaged by fire or other casualty {a ?Casualty?). Landlord shall use good faith efforts to deliver to Tenant within one hundred eighty {180) days after such Casualty a good Faith estimate {the ?Damage Notice?) of the time needed to repair the damage caused by such Casualty. Putt ?99 Landlord Initialszetian in Composite Exhibit A 13 of 36 B- Toenails Rights: if a material portion of the Premises is damaged by Casualty such that Tenant is prevented From conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby cannot be repaired within one hundred eighty (liltll days after the commencement of repairs (the ?Repair Period?). then Tenant may tenninate this Lease by delivering written notice to Landlord of its election to terminate within thirty (30) days after the Damage Notice has been delivered to Tenant. C. Landlord?s ngiirr. If a Casualty damages the Premises or a material portion of the ?Building and: Landlord estimates that the damage to the Premises cannot be repaired within the Repair Period; the damage to the Premises exceeds fifty percent of the replacement cost thereof (excluding foundations and footings}. as estimated by Landlord. and such damage occurs during the last two years of the Term: (3) regardless of the extent of damage to the Premises. Landlord makes a good faith determination that restoring the Building would be uneconomical: or Landlord is required to pay any insurance proceeds arising out of the Casualty to a Landlord Mortgagee then Landlord may terminate this Lease by giving rittcn notice of its election to terminate within sixty {60} days after the Damage Notice has been delivered to enant D. Repair Obligation. if neither party exercises its right as stated herein to tenninate this Lease ibllowing a Casualty. then Landlord shall. within a reasonable time after such Casualty. begin to repair the Premises and shall proceed with reasonable diligence to restore the Premises to substantially the same condition as they existed immediately before such Casualty: however. Landlord shall not be required to repair or replace any Alterations or betterments within the Premises {which shall be and with due diligence repaired and restored by Tenant at Tenant?s sole cost and expense) or any furniture. equipment. trade fixtures or personal property of Tenant or others in the Premises or the Building. and Landlord?s obligation to repair or restore the Premises shall be limited to the extent of the insurance proceeds actually received by Landlord for the Casualty in question. if this Lease is terminated under the provisions of this Section. Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all Alterations. improvements and bettennents in the l?remises (and. if Tenant has Failed to maintain insurance on such items as required by this Lease. Tenant shall pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease). E. Airwoman: rngan If the Premises are damaged by Casualty. Rent for the portion of? the Premises rendered untenamable by the damage shall be abated on a reasonable basis from. the date of damage until the completion of Landlord?s repairs (or until the date of termination of this Lease by landlord or Tenant as provided above. as the case may be). unless Tenant or any agent. employee. contractor or invitee of Tenant caused such damage. in which case. Tenant shall continue to pay Rent without abatement- 18. ANI) EM A. Absolute Right to 'fruruinn?rc. If all or a material part of the Premises or the Building is taken for any public or quasi-public use under any govemmental law. ordinance or regulation or by right. of eminent domain or by purchase in lieu thereof. and the taking would prevent or materially interfere with the use of the Premises for the purpose for which they are then being used. this Lease will terminate and the Rent and Additional Rent will be abated during the unexpired portion of this Lease effective on the date physical possession is taken by the condemning authority. Tenant will have no claim to the condemnation award. B. Oblignrion to Restore. In the event an immaterial part of the Frost-rises or the Building is taken for any public or quasi-public use under any gottermnental law. ordinance or regulation. or by right of eminent domain or by purchase in lieu thereof. and this Lease is not terminated as provided in subsection A above. then Landlord shall. subject to the remaining provisions of this Section. at Landlord?s expense. restore the Premises to the extent necessary to make them reasonably tenantable. The Rent and Additional Rent payable under this Lease during the unexpired portion of the Lease Term shall be adjusted to such an extent as may be fair and reasonable under the circumstances. Tenant shall have no claim to the coadernnatioa award with respect to the leasehold estate but. in a subsequent. separate proceeding. may make a separate claim for trade fixtures installed in the Fremises by and at the expense of Tenant and Tenant's moving expense. In no event will Tenant have any claim for the value of the unexpired Lease Tenn. Notwithstanding the foregoing. Landlord?s obligation to restore exists only if andjor to the extent. that the condemnation or similar award received by Landlord suf?cient to compensate Landlord for its loss and its restoration costs andfor {ii} the area unaftmted by the condemnation or similar proceeding may, as determined by Landlords reasonable business judgment. be restored as a profitable. and self functioning unit. 19. 0F A Personal Prepare All personal property placed or moved into the Buildina will be at the sole risk of Tenant or other owner. Landlord will not be liable to Tenant or others for any damage to person or property arising from theft vandalism. malfunction. the bursting or leaking of water pipes. any act or omission of any covenant or occupant of the Building or of any other person. or otherwise- 8. Limitations. Notwithstanding any contrary provision of this Lease; Tenant will look solely {to the extent the required insurance coverage is not applicable) to the interest of Landlord {or its successor as Landlord hereunder) in the Building for the satisfaction of any judgment or other judicial process requiring the payment of money as a result of any negligence or breach of this Lease by Landlord or its successor or of Landlord's managing agent {including any beneficial owners. partners. corporations andfor others affiliated or in any way related to Landlord or such successor or managing agent) and Landlord has no personal liability hereunder of any kind. and (ii) Tenant?s sole right and remedy in any action or proceeding concerning Landlord?s reasonableness (where the same is required under this Lease) will be an action for declaratory judgment and! or speci?c performance. C. Indemnin'. Tenant agrees to indemnify. defend and hold harmless Landlord and Landlord's employees. of?cers. directors and agents ("Landlord's Agents") from and against all claims. causes of actions. liabilities. judgments. damages. losses. costs and expenses. including reasonable attorneys? fees and costs. including appellate proceedings and bankruptcy proceedings. incurred or suffered by Landlord and arising from or in any way connected with the l?rernises or the use thereof or any acts. omissions. neglect or fault of Tenant or any of Tenant?s Agents. including. but not limited to. any breach of this Lease or any death. personal injury or property damage occurring in or about the Fremiscs or the Building. Tenant will reimburse Landlord upon request for all costs incurred by Landlord in the interpretation and en moment of any provisions of this Lease andfor the collection of any sums due Pxor Landlord lnitialszenaiglt Initials Sla??ii?t?n i rater Composite Exhibit A 14 of 36 to Imrdtord under this Lease. including collection of agency fees. and reasonable attomeys? fees and costs. regal-dices; of Whether litigation IS commenced and through all appellate actiona and preceedings. incteding bankruptcy proceedings. if litigation is commenced. The foregoing cleans. causes: of acttons. Eiehih?tieg. judgments. damages. losses, costs and expenses shall include but not be limited to any of Same arising from Tenant's failure to comply with any oi? the requirements of Americana with Disabilities Act within the Premises. 20- RELOCATION 0F Landiord and Tenant agree that Landlord Shall have the right at any time during the term hereof. upon giving Tenant not less than Sixty days prior written notice. to provide and furnish Tenant with space elsewhere in the Building til? approximately the same size as the Premises and remove and place Tenant in Such space. with landlord to pay all reasonable cost and expense incurred as a result of such relocation of Tenant. Should Tenant breach this relocation obligation either prior to or by the end of said sixty (60) day period. then Landlord shall have the right to cancel and terminate this Lease and Tenant?s right to possession of the Premises. effective ninety (90) days from the date of original relocation notification by Landlord. in addition to all rights and remedies available to Landlord under the Lease. Such termination of the Lease shall be effective upon delivery of written notice from Landlord to Tenant stating the effective termination date. If Landlord moves Tenant to such new space. this Lease and each and all of its tenns. covenants and conditions shall remain in ?ttl force and effect and be deemed applicable to such new space and such new space ehall thereafter be deemed to be the Premises; es thocgh Landlord and Tenant had entered into an express written amendment of this Lease with restpect thereto: in such event. Tenant?s; Share as set forth in Section 3 Shall be adjusted according to the approximate floor area of the new Premises. 21- COMPLIANCE LAVVS AND PROCEDURES A. Compliance. Tenant at its sole cost, will comply with all applicable laws. guidelines. rules. regulations and requirements. Whether of federal. State. or local origin, applicable to the Premises and the Building. including. but not limited to. the Americans with Disabilities Act. 42 U.S.C. 32101 ct sent and those for the correction. prevention and abatement of nuisance. unsafe couditionn. or other grievances arising from or pertaining to the use or occupancy of the Premises. Tenant shall indemnify, defend. and hold harmless Landlord from and against any and all claima or liability arising from the perfonnance of the repair. renovation. and? or maintenance described above. This indemnity shall include. but not be limited to, claims or liabilities asserted against Landlord based upmi negligence. strict liability or other liability by operation of law to any third party or government entity. and all costs. attorney?s fees. expenses, and liabilities incurred by Landlord in the defense of any such claim. Landlord shall defend any such claim at Tenant?s expense by counsel selected by Landlord. B. Radon. In accordance with Florida Law. the following disclosure is hereby made: RADON GAS: Radon is a natural?v occurring radioactive gas that, when it has accumulated in a butiding in sufficient quantities, may present health risk to persons who are exposed to it over Irma Lercfg that exceed and State Guidelines have hecnformrf in it: Fforrfria. Additional information regarding radon and radon resting trier be obtainerz'?'om your {ferrite unit. 22. RIGHT OF ENTRY Landlord and its agents will have the right to enter the Premiecs during all reasonable hours to matte necessary repairs to the Fremises. In the event of an emergency. Landlord or its agents may enter the Premises at any time. without notice- to appraise and correct the emergency condition. Said right of entry will, after reagonahle notice, likewise exist for the purpose of removing placards. signs, fixtures. alterations. or additions which do not confonn to this Lease; Landlord or its agents will have the right to exhibit the Premises at any time to prospective tenants within one hundred and eighty days {1830} before the Expiration Date of the Lease- 23. DEFAULT A. Events of?anauit By Tenant, Each of the following occurrences shalt be an ?Event of Default?: Tenant?s failure to nay Rent on its due date and such failure continues for three (3) days after Landlord noti?es Tenant of such failure; provided. however. inndlord shall not he required to give such notice more than twice in any twelve {12) month period and after two such notices in any twelve (12) month period. Tenant's failure to make any payment of Rent on its. due date Shall automatically and without any notice to Tenant be deemed an Event of Default. Tenant's failure to procure. maintain and deliver to Landlord evidence of the inaurancc policies and coverages as and when required by this Lease. (3) Tenant fails to pay and release of record. or diligently contest and bond around any mechanic's lien ?led against the Premises or the Building for any work performed. materials furnished. or obligation incurred by or at the request ct?Tenent. within the tirrte and in the rnettrrer required by this; Lease. Tenant?s faiture to perform, comply with. or observe any other agreement or obligation of? Tenant under this Lease and the continuance of such failure for a period of ten {10) calendar days or more after Landlord has delivered to Tenant written notice thereof (except that if such failure is; of 3 nature that it cannot be completely cured within said ten day period end steps have been diligently commenced to cure or remedy it Within soch ten {10} day period and are thereafter pursued with reasonable diligence and in good faith. in which case Tenant shall have such additional time as is reasonably needed to cure such failure); and The ?ling of a petition by or against Tenant [the term "Tenant? shall include. for the purpose of this Sentient any guarantor of Tenant?s obligations hereunder]: {l}in any bankruptcy or other insolvency proceeding: seeking any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator or receiver for all or substantially all of Tenant?s property or for Tenant?s interest in this Lease; or (43 for the reorganization or modi?cation of Tenant's capital structure: however. if Such a petition is ?led against Tenant, then such ?ling shall not be an Event of Default unless Tenant fails to have the proceedings initiated by such petition dismissed within sixty (60) calendar days after the tiling thereof. Plant 13 Landlord Inittaisz extent Initials; ST )rltr; 35: Composite Exhibit A 1 5 of 36 B. Landlordk Dcff?mlr. lf Tenant asserts that Landlord has failed to meet any of its obligations under this Lease. Tenant shall provide written notice ("Notice of Default") to Landlord specifying the alleged failure to perfonn. and Tenant shall send by certi?ed mail. return receipt requested. a copy of such Notice of Default to any and all mortgage holders. provided that Tenant has been previously advised of the addresstles) of such mortgage holdetts). Landlord shall have a thirty {30) day period after receipt of the Notice of Default in which to commence curing any non-pcrfonnance by Landlord. and Landlord shall have as much time thereafter to complete such cure as is necessary so long. as Landlord?s cure efforts are diligent and continuous. If Landlord has not begun the cure within thirty (30) days of receipt of the Notice of Default. or Landtord does not thereafter diligently and continuously attempt to cure. then Landlord shad be in defautt under this Lease. if Landlord is in default under this Lease. then the mortgage shall have an additionai thirty {30) days. after receipt of a second written notice from Tenant. within which to cure such default or. if such defautt cannot be cured within that time. then such additional time as may he necacssaar?tt so tong as their efforts are ditigent and continuous. 24.. FOR DEFAULT . A. Lon-1310:3273 Remedies. Upon the occurrence of any Event oi? Default. Landlord may. in addition to all other rights and remedies afforded Landlord hereunder or by law or equity. take any one or more of the following actions Terminate this Lease by giving Tenant written notice thereof. in which event Tenant shall pay to Landlord the sun: of: all Rent accrued hereunder through the date of termination; and all amounts due under Section 24.13.; Terminate Tenant?s right to possess the Premises without terminating this Lease by giving. written notice thereof to Tenant. in which event Tenant Shall pay to Landlord: all Rent and other amounts accrued hereunder to the date of tennination of possassion: (2) all amounts due from time to time under Section 24.13: and all Rent and other net sums required hereunder to be paid by Tenant during the remainder of the Term. diminished by any net sums thereafter received by Landlord through relctting the Premises during such period. a?er deducting all costs incurred by Landlord in reletting the Premises. If Landlord elects to proceed under this Section 24A. Landlord may remove all of Tenant?s property from the Premises and store the same in a public warehouse or elsewhere at the cost of. and for the account of. Tenant. without becoming liable for any loss or damage which may he occasioned thereby. Landlord shall not have. and Tenant hereby waives. any Landlord obligation to relet the Premises; or otherwise attempt to mitigate its damages; and in the event Landlord in its sole discretion attempts to relet the Premises. such reletting shall be on such terms as Landlord in its sole discretion may determine (including a term different from the Term. rental concessions. and alterations to. and improve?them of. the Premises). {ii} Landlord shalt not he obligated to expend funds in connection with rcletting the Premises. nor to retet the Premises; before leasing other portions of the Building. and Landlord shall not be obligated to accept any prospective tenant proposed hy Tenant unless such proposed tenant meets at] of Landlord?s teasing criteria. Landlord shat] not be liable for. nor shatl Tenant?s obiigaticns hereunder he diminished because of. Landlord?s failure to retet the Premises or to rent due for such reletting. Tenant shall not he entitled to the excess of any consideration obtained by reletting over the Rent due hereunder. Reentry by Landlord in the Premises shall not affect Tenant?s obligations hereunder for the unexpired Tenn: rather. Landlord may. from tirnc to time. bring an action against Tenant to cottect amounts due by Tenant. without the necessity of Landlord?s waiting until the expiration of the Tenn. Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate this Lease. ail actions taken ?by Landlord to dispossess or exclude Tenant from the Premises shall he deemed to be taken under this M. If Landlord elects to proceed under this Section 24.9.. it may at any time elect to terminate this Lcaac under Section and?or (3) With or without notice. and to the extent permitted by Law. Landlord may alter locks or other security devices at the Premises to deprive Tenant of thereto. and Landlord Shall not he required to provide a new key or right of to Tenant. B. Payment by Tenant: Balm? H?ah?m?; Canonical? Remedies; Upon any Event of Default. Tenant shall pay to Landlord all costs incurred by Landlord (including court coats and reasonable attorneys" fees and expenses) in: obtaining possession of the Premises: removing and storing Tenant?s or any other occupaot?s property; repairing. restoring. altering. remodeling. or otherwise putting the l>rc1niscs into condition acceptable to a new tenant: if Tenant is dispossessed of the Premises and this Lease is not terminated. reletting all or any part of the Premises {including brokerage conunisslons. cost of tenant ?nish work. and other costs incidental to such rcletting}; (5) performing Tenant?s obligations which Tenant failed to perform: and (6) enforcing. or advising Landlord of. its rights. remedies. and recourscs arising out of the Event of ljcfaclt. To the full extent permitted by Law. Landlord and Tenant agree the federal and state courts of the state in which the Premises are located shall have exclusive jurisdiction over any matter relating to or arising From this Lease and the parties? rights and obligations under this Lease. (2) Landlord?s acceptance of Rent following an Event of Default shall not waive Landlord?s rights regarding such Event of Default. No waiver by Landlord of any violation or breach of any of the terms contained herein shall waive Landlord?s rights regarding any future violation of such term. Landlord?s acceptance of any partial payment of Rent shall not waive Landlord?s rights with regard to the remaining portion of the Rent that is due. regardless of any endorsement or other statement on any instrument delivered in payment of Rent or any writing delivered in connection therewith: accordingly. Landlord?s: acceptance ot?a partiat payment of Rent shad not constitute an accord and satisfaction of the full arnount of the Rent that is due. Any and all remedies set forth in this Lease: shall be in addition to any and ail other remedies Landiord may have at taw or in equity; (2) nhail be Cumulative: and may he pursued successivety or concurrently as Landlord may elect. The exercise of any remedy hy Landlord shall not he deemed an election of remedies or preclude Landlord from exercising any other remedies in the ?ltiif?i. 25. RIGHT TO PERFORM FOR ACCOUNT If Tenant fails to observe or perform any term or condition of this Lease within the grace period. if any. grenading an Event of Default applicable thereto. then Landlord may immediately or at any time thereafter perform the same for the account of Tenant. If Landlord makes any expenditure or incurs any obligation for the payment of money in connection with such performance for Tenant's account (including reasonable attorneys' fees and costs in instituting, prosecuting andfor defending any action or orocceding through appeal}. the sums paid or obligations incurred. with interest at eighteen percent per will he paid by Tenant to Landlord within ten (10) days after rendition of a hill or stat-33128132 to Tenant. In the event Tenant in the perfonrtance or USP Landlord lnitialszenant Initials 0mm LE my Composite Exhibit A 16 of 36 non~performanee of any term or condition of this Lease should cause an emergency situation to occur or arise Within the Premises or in the Buitding. Landiord Witt have ail rights set forth in this paragraph immediately without the necessity of providing Tenant any advance notice. 26. LIENS A. Gerrard. In accordance with the npplicabie provisions of the Fiorida Mechanic?s Lien Law and Specificaliy Florida Statutes. Section no interest of landiord whether personality or in the Premises. or in the underl?ng land or Buiiding of which the Premises are a part or the leasehoid interest aforesaid shall he subject to iiens for improvements made hv Tenant or caused to be made by Tenant hereunder. Further. Tenant acknowiedges that Tenant. with respect to improvements or aiteratiohs made by Tenant or caused to be made by Tenant hereunder. shail proniptiy notify the contractor making such improvements to the Premises of this provision exculpating Landlord's liability for such iiens. B. De rank. Notwithstanding the foregoing. if any mechanic?s iien or other hen. attachment. judgment. execution. wriL charge or encumbrance is fiied against the Budding or the Premises or this ieasehoid. or any alterations. fixtures or improvements therein or thereto. as a resuit of any work action or inactiori done by or at the direction of Tenant or any of Tenant?s Agents. Tenant wiil discharge sarne of record within ten {10) days after the filing thereof. which Tenant wiil be in default under this Lease. in such event. without waiving Tenant?s defauil. Landiord. in addition to ali other avaiiahle rights and remedies. without further notice. may discharge the same of record by payment. bonding or otherwise. as Landlord may eiect. and upon request Tenant reimburse Landlord for all costs and expenses so incurred by Landlord plus interest thereon at the rate of eighteen percent per amount. 27. NOTIC ES Notices to Tenant under this Lease will be addressed to Tenant and mailed or delivered to the address set forth for Tenant in the BLI Rider. Notices to Landlord under this Lease (as well as the required copies thereon will be addressed to Landlord (and its agents) and mailed or delivered to the address set forth in the BLI Rider. Notices will be personally delivered or given by registered or certi?ed mail. return receipt requested. Notices delivered personally will be deemed to have been given as of the date of delivery and notices given by mail will be deemed to have been given forty-eight (48) hours after the time said properly addressed notice is placed in the mail. Each party may change its address from time to time by written notice given to the other as Speci?ed above. 28- ENCUMBRANCES This Lease and Tenants rights hereunder shalt at ail times be subordinate and subject to any mortgages. deeds of trust. major teases. ground teases. or an other encumbrances. new or hereafter affecting the Buiiding. Tenant agrees in the event of any act or emission by Landlord which would otherwise give Tenant the right to terminate this Lease or to claim a partiai or totai eviction. Tenant shall not exercise any such right until it has noti?ed in writing the holder of such mortgage or encumbrances which at the tirne shalt be in 3 Hon on or encumber the Premises of such act or omission; (ii) until thirty (30) days shail etapsed foitowing the giving of such notice and such holder shaii not conunenced and continued. with reasonabie to remedy such act or omission or to cause the same to be remedied. During the period between the giving of such notice and the remedying of Such act or omission. the rentai herein recited shalt be abated or apportioned to the extent that any part of the Fremises shall be untenantabie. If such mortgage is foreclosed. or if the Buiiding is conveyed to the mortgagee or its designee in of foreciosure. then open request of the mortgagee. Tenant shali attorn to the purchaser at any foreciosure sale there under or to the grantee of such conveyance. and Tenant shah execute and dciiver such instruments or agreements as may. in the judgment of such purchaser or grantee he necessary or appropriate to evidence such adornment. Tenant agrees that within seven days after request by Landiord or any mortgagee of the Project, Tenant wilt execute. acknowledge and deiiver to the Landlord audio!? the mortgagee an estoppel letter in form and substance satisfactory to Landiord andfor the mortgagee {as prepared by Landlord). setting forth such infonnation as Landiord andfor the mortgagee may require including status of this Lease andfor the Freniises. If for any reason Tenant does not tirnel},r comply with the provisions of this paragraph. Tenant wili he deemed to have confirmed all matters set forth in the estoppei ietter prepared by mdiord. 29. ALLY 31}. TRANSFER BY LANDLORD if Landiord's interest in the Building tenninates by reason of a bona fide sale or other transfer. Landlord wili. upon transfer of the Security Deposit to the new owner. thereupon be reieased from ali further liability to Tenant under this Lease. At the expiration or termination of the Lease Tenn. Tenant shail deiiver to Landlord all keys to the Premises and make known to Landiord the iocation and cornhination of ail safes. locks and sirniiar items. 31. SURRENDER OF HOLQING OVER A. Surrender, Tenant agrees to surrender the Premises to Landlord en the Expiration Date (or sooner termination of the Lease Term pursuant to other appiicahie provisions hereof) in as good condition as they were at the commencement oi Tenant?s occupancy. ordinary wear and tear. and damage by fire and Windstorm excepted. B. Restoration. In all events. Tenant will restore all damage caused in conmeetion with an},r removal of Tenant's personal property. Tenant will pay to Landlord. upon request. all damages that Landlord may suffer on account of Tenant?s failure to surrender possession as and when aforesaid and will indemnify Landlord against all liabilities. costs and expenses (including all reasonable attorneys' fees and costs if any) arising out of Tenant's delay in so delivering possession. including claims of any succeeding tenant- C. Remoi'ai. Upon expiration of the Lease Tenn. Tenant will not be required to remove from the Premises Building standard items, all of such Building standard items are the property' of Landlord. I). Hafdnver. If Tenant shail be in possession of the Premises after the expiration of the Term. in the absence of any agreement extending the Tenn, the tenancy under this Lease shati become one from month to month terminable by either party on thirty {30} days? prior notice, and shaii be subject to at! of the terms and conditions of this Lease as though the Term had been 15 Landlord Initialszenant Initials EI- \st CompOSi?Ee EXhibit A 17 of 36 extended from mouth to month. except that the Base Rent payabic hereunder for each month during said Iloidovcr period shail be equal to the greater of twice the installment oi" Base Rent payabie during the last month of the Term and two hundred percent {206%} of the rental rate in the Buiiding for sirniiar space. and (ii) there shail be no proration of any Rent for any period icss than a month during. the holdovcr period. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease. in addition to any other liabilities to Landlord accruing therefrom. Tenant shail protect. defend. indenmify and hoid Landiord hannless from ioss. costs {inciuding reasonable attorneys? fees) and liability recuiting from such failure. inciuding any claims made by any succeeding tenant founded upon such faiiure to surrender. and any iost pro?ts to Landlord resuiting therefrom. a E. No Surrender. No offer of surrender of the Premises. by dciivery to Mindlord or its agent of keys to the Fremises or otherwise. he binding on Landlord wiless accepted by Landlord. in writing. Specifying the effective surrender of the Rreniiscs. At the expiration or termination of the Lease Terra. Tenant shall deliver to Landiord ail keys to the Premises and make known to Landlord the location and combinations of all iocks. safes and sirniiar items. No receipt of money by Landlord from Tenant after the Expiration Date {or sooner tennination} shail reinstate, continue or extend the Lease Tenn. unless Landiord speci?caliy agrees to sarne in writing signed by Landiord at the time such payment is made by Tenant. 32. NO CUNIULATIVE REMEDIES A. No Waiver. No waiver of any provision of this Lease hy either party wili he deemed to imply or constitute a further waiver by such party of the same or any other provision hereof. The rights and remedies of Landiord under this Lease or otherwise are cumuiative and are not intended to be exclusive and the use of one wilt not be taken to exciude or waive the use of another. and Landlord Wiil he entitled to pursue rights and remedies availahie to landiords under the laws of the State of Fiorida. Landlord. in addition to all other rights which it may have under this Lease. hereby expressiy reserves alt rights in connection with the Buiiding or the Premises not expressiy and specificaily granted to Tenant under this Lease and Tenant hereby waives all claims for damages. loss. expense. liability. eviction or abatement it has or may have against Landiord on account of Landiord's exercise of its reserved rights, including, but not limited to. Landiord?s right to aiter the existing name. address. style or con?guration of the Buiiding or the Common Areas. signage. suite identifications. parking facilities. iohbics. entrances and exits. eievators and stairweiis. B. Rent Pro-means. No receipt of money by Landlord from Tenant at anytime. or any act. or thing done by. Landiord or its agent shail be deemed a reiease of Tenant from any whatsoever to pay Rent. Additionai Rent. or any other stuns due hereunder. uniess such reieasc is in writing. subscribed by a duly authorized officer or agent of Landiord and refers expressiy to this Section- Any payment by Tenant or receipt by Landlord of Iess than the entire arnount due at such time shali he deemed to be on account of the earliest surn due. No endorsement or statement on any check or any ietter accompanying any check or payment shali be deemed an accord and satisfaction. In the case of such a partial payment or endorsement. Landiord may accept such payment. check or letter without prejudice to its right to collect ali remaining sums due and pursue of its rernedies under the Lease. 33. WAIVER LANDLORD ANT) TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION. PROCEEDING. OR COUNTERCLAIM INVOLVING ANY MATER WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE. (ii) THE PREMISES. USE OR OI: THE OR (iv) THE RIGHT TO ANY STATUTORY RELIEF OR REMEDY. TENANT FURTHER WAIVES THE RIGHT TO ANY PERMISSIVE COUNTERCLAIM OF ANY NATURE IN ANY ACTION OR PROCEEDING COMMENCED BY LANDLORD TO OBTAIN OF THE PREMISES. IF TENANT VIOLATES THIS BY FILING A COUNTERCLAIM. WITHOUT PREIUDICE TO RIGHT TO HAVE SUCH COUNTERCLAIM DISMISSED. THE PARTIES STIPULATE THAT SHOULD THE COURT PERMIT TENANT TO MAINTAIN THE COUNTERCLAIM. THE COUNTERCLAIM SHALL BE SEVEREI) AND TRIED SEPARATELY FROM THE ACTION FOR POSSESSION PURSUANT TO RULE 1.270(b} OF THE FLORIDA RULES OF CIVIL PROCEDURE OR OTHER SUMMARY FROCEDURES SET FORTH IN SECTION 51.011. FLORIDA STATUTES (1993). THE WAIVERS SET FORTH IN THIS SECTION ARE MADE KNOWINGLY. INTENTIONALLY. AND VOLUNTARILY BY TENANT. TENANT FURTHER ACKNOWLEDGES THAT IT HAS BEEN IN THE MAKING OF THIS WAIVER BY COUNSEL. SELECTED OF ITS OWN FREE WILL. AND THAT IT HAS HAD THE TO DISCUSS THESE WAIVERS WITH (COUNSEL. THIS IS A MATERIAL INDUCEMENT TO LANDLORD IN AGREEING TO ENTER INTO THIS LEASE. .34- CONSENTS ANT) If Tenant requests Landlord?s consent or approvai under this Lease. and if in connection with such requests Landlord deems it necessary to seek the advice of" its attorneys. architects ands'or other experts. then Tenant shail pay the reasonabie fee of Landlord?s attorneys. architects andfor other experts in connection with the consideration of such request andfor the preparation of any documents pertaining thereto, Whenever under this Lease Landiord?s consent or approval is espressiy or impiiedly required. the same may he arbitrarin withheld except as otherwise speci?ed herein. 35. RULES AND REGULATIONS Tenant agrees to abide hy ail rules and regulations attached hereto as Exhibit and incorporated herein by this reference. as reasonably amended and suppiemented from time to tirne by Landiord. Landiord not he iiahie to Tenant for vioiation of the same or any other act or omission by any other tenant. 3o. SUCCESSORS AND ASSIGNS This Lease wili be hinding upon and inure to the bene?t of the respective heirs. persosiai and iegal representatives. successors and permitted assigns of the parties hereto. 3 QUIET ENJOYIVIENT In accordance with and suhject to the terms and provisions of this Lease. Landiord warrants that it has full right to execute and to perform under this Lease and to grant the estate demise-d and that Tenant, upon Tenant?s payment of the required Pam in Landlord Initials/T errant lnitiais Composite Exhibit A 18 of 36 Rent and Additional Rent and performing of 313 of the icons. conditions. covenants. and agreements contained in this Lease. shai] pcaccabiy and dined}; have. hold and enjoy the Freniiscs during the fuli Lease Term. 38. ENTIRE AGREEMENT This Lease. together with the Rider. exhibits. scheduies. addenda and guaranties {as the case may be} fully incorporated into this Lease by this reference. contains the entire agreement between the parties hereto regarding the subicct matters referenced herein and supersedes all prior orai and written agreements between them regarding such matters. tI?his Lease may be modi?ed oniy by an agreement in writing dated and signed by Landlord and Tenant after the date hereof. 39. HAZARDO US MATERIALS A. Tenant represents. warrants and covenants that If i) the Premises wiil not be used for any dangerous, noxious or offensive trade or business and that it Wiil not cause or maintain a nuisance there. it wilt not bring. generate. treat. store. use or dispose of Hazardous Substances at the Premises. it shaii at at} times cornpiy with ali Environmental Laws {as hereinafter defined) and shail cause the hreinises to comply. and (43 Tenant wiil keep the Premises free of any iien imposed pursuant to any Entrironnientai Laws. Only for purposes of this paragraph entitied "Representation". the term "Premises" shail mean the Prdiect including parking areas. 8. Regaining Requirements. Tenant warrants that it promptiy dciiver to the Landiord. copies of an}r documents received from the United States Environmental Protection Agency andlor any state. county or municipai environmental or health agency concerning the Tenant?s operations upon the Premises: (ii) copies ot?any documents submitted by the Tenant to the United States Environmental Protection Agency andfor any state. county or inunicipai envirorirnentai or heahh agency concerning its operations on the Premises. including but not iimited to copies of permits. licenses. annual registration forms and. upon the request of Landiord. Tenant shail provide Landlord with evidence of compliance with Environmental Laws. Termination. C(iur?ei?iatinn. Surrender. At the expiration or earlier tennination of this Lease. Tenant shalt surrender the Premises to Landlord free ot?any and Hazardous gubstanees and in compliance with ail Environmental Laws and to the complete satisfaction of Landlord. Landlord may require. at Tenant's sole expense at the end of the term. a clean-site certification. environnientai audit or site assessment. Access and Inspection. Landlord shall have the right but not the obligation. at all times during the tenn of this Lease to enter upon and inspect the Premises. {ii} conduct tests and investigations and take samples to dctennine whether Tenant is in compliance with the provisions of this Article. and {ii} request iists of Hazardous Substances used. stored or located on the Premises; the cost of all such inspections. tests and investigations to be borne by Tenant. upon the written request of landlord. from tirne to time. Tenant shaii provide Landiord. at Tenant?s expense. with an environmental site assessment or environmentai audit report prepared by an environmental engineering firm acceptabie to Landlord to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potentiai costs in connection with abatement. cieanup. or rcrnovai of any Hazardous Substances found on. under. at. or withdn the Premises. Tenant wiil cooperate with Landlord and ailow Landiord and Landlord?s representatives access to any and ali parts of the hrernises and to the records of Tenant with respect to the hremiscs for environmental inspection purposes at any time. In connection therewith. Tenant hereby agrees that Landiord or Landlord?s representatives may perfonn an?r testing upon or of the Premises that Landlord deems reasonabiy necessary for the evaiualion of environmental risks. costs. or procedures. inciuding soiis or other sampling or coring. E. I?infnrions Environmental De?m?s. Tenant shall give to Landiord immediate verbal and foliow-up written notice of any actual or threatened spills. releases or discharges of Hazardous Substances on the Premises. caused by the acts or omissions of Tenant or its agents. employees. representatives. invitees. licensees. subtcnants. customers or contractors. Tenant covenants to proniptiy investigate. ciean up and otherwise remediate any spilt. release or discharge of Hazardous Substances caused by the acts or omissions of Tenant or its agents. employees. representatives. invitees. iicensees. subtenants. customers or contractors at Tenant?s soie cost and expense; such investigation. ciean up and remediation to be pcrfonned in accordance with all Environmental laws and to the satisfaction of Landiord and after Tenant has obtained Landiord?s written consent. Tenant shall return the Premises to the condition existing prior to the introduction of any such Hazardous Substances. (13 in the event of a vioiation of an Environmental Law. a release. spili or discharge of a Hazardous Substance on or from the Premises. or the discovery of an environmental condition requiring response which violation. release. or condition is attributable to the acts or omissions of Tenant. its agents. employees. representatives. invitees. iicensees. subtcnants. customers. or contractors. or an emergency environmental condition (coliectiveiy "Environnlentai Defaults?). Landlord shalt have the right. but not the obiigation. to inunediateiy enter the Fremises. to supervise and approve any actions taken by Tenant to address the reiease or environmental! condition: and in the event Tenant faiis to inunediateiy address such vioiation. release. or environmentai condition. or if the Landiord deems it necessary. then Landiord may perform. at Tenant's expense. any lawfui actions necessary to address the violation. release. or environnientai condition. Landiord has the right. but not the obiigation to cure any Environmentai Befaults. has the right to suspend some or ail of the operations of the Tenant until it has determined to its sole satisfaction that appropriate measures have been taken. and has the right to terminate this Lease upon the occurrence of an Eneirom?nental Default. Additional" Rent. Any expenses- which the Landiord incurs. which are to be at Tenant's expense pursuant to this micie. be considered Additional Rent under this Lease and shalt be paid by Tenant on demand by Landlord. G. Assignment and Nom'ithstanding anything to the contrary in this Lease. the Landlord may condition its approvai of any assignment or subletting by Tenant to an Assignee or Subtenant that in the sole judgment of the Landiord does not create any additionai environmental exposure. H. Indemnification. Tenant shaii indemnify. defend {with counsel approved by Landlord} and hold Landiord and Landlord's shareholders. directors. of?cers. empioyees and agents harniiess from and against any and ail claims. judgments. damages {inciuding censequential damages}. penahies. fines. liabilities. losses. suits. administrative proceedings. costs and Penal? Landlord Initialsf?fc n: Initials r. i 125% Composite Exhibit A 19 of 36 expenses of any kind or nature, known or unknown, contingent or otherwise, which arise out of or in anyway related to the acts or omissions of Tenant, its agents, employees, representatives. invitees, licensees, subtenants, customers or contractors during or after the term of this Lease (including- but not limited to, attorneys?, consultant. laboratory and expert fees expert fees and including without limitation, diminution in the value of the Premises, datnages for the loss or restriction on use of rentable or usabIc space or of an; amenity of the Premises and damages arising from any adverse impact on marketing of space), arising from or related to the use, epresence', transportation, storage, disposal. spill, release or discharge of hazardous Substances on or about the Premises, I . Definitions, (1) "Hazardous Substance" means, asbestos and any asbestos containing material and any substance that is then defined or llsted in, or otherwise classified pursuant to, any Environmental Laws or any applicable laws or regulanons as a "hazardous substance?. ?hazardous material", "hazardous waste", r?int?ectit?nas waste". "toxic substance", "toxic pollutant" or any other fonnulation intended to define, list, or classify substances by reason of deleterious properties such as ignitahility, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or Toxicity Characteristic Leaching ?Procedure toxicity, {ii} any pen-solemn and drilling fluids, produced waters, and other wastes associated with the exploration, development or production of crude oil, natural gas, or geothermal resources and petroleum products, biphenyls, urea formaldehyde, radon gas, radioactive material including any source, special nuclear, or byproduct material}, and medical waste, Environmental Laws" collectively means and includes all present and future laws and any amendments {whether common law, statute, rule, order, regulation or otherwise}, pennits, and other requirements or guidelines of govenlmental authorities applicable to the Premises and relating to the environment and environmental conditions or to any Hazardous Substance (including, without limitation, CERCLA, 42 13,23,112, 9601, et, seq; the Resource Conservation and Recovery Act of l97l'i, 42 6901, et seq? the Hazardous Materials Transportation Act. 49 U-S-C. 1301, et seq, the Federal Water Pollution Control Act, 33 U.S.C, ?l2?1, ct seq, the Clean Air Act, 33 U.S.C. ?i?dtll. et seq, the Clear Air Act, 42 ?74l, et seq, the Toxic Substances Control Act, 15 U.S-C, $3 260l??29, the Safe Drinking Water Act, 42 the Emergency Flat-thing and Community Act, 42 1.3.5313. {ti llOl, et seq,, and any so?ealled "Super Fund" or "Super Lien" law, any law requiring the filing of reports and notices relating to hazardous substances, environmental laws administered by the Environmental Protection Agency, and any similar state and local laws and regulations, all amendments thereto and all regulations, orders, decisions, and decrees now or hereafter promulgated thereunder concerning the environment, industrial hygiene or public health or safety.) J, Radon. Radon. In accordance with Florida Law, the following disclosure is hereby made: RADON GAS: Radon is a naturalh? occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risk to persons who are eat-posed In it aver time. Levels of radon that exceed Federal and State Girr?defines have been found in buildings in Fforida, Additional information regarding ration and radar: testing may be obtained from your ennui}! pub?c health unit?. 443, DELETED) 41. A. If Tenant has a lease for other space in the Building {including storage space}, any default by Tenant under such lease will constitute a default hereunder. B, if any term or condition of this Lease or the application thereof to any person or circumstance is. to any extent, invalid or uneniorceahle, the remainder of this Lease, or the application of such term or condition to persons or circumstances other than those as to which it is held invalid or unenibreeahle, is not to he affected thereby and each term and. condition of this Lease is to be valid and enforceable to the fullest extent pennitted by law, This Lease will he construed in accordance with the laws of the State of Florida. C, Submission of this Lease to Tenant does not constitute an offer, and this Lease becomes effective only upon execution and delivery by both Landlord and Tenant, D. Tenant acknowledges that it has not relied upon any statement, representation, prior or contemporaneous written or oral promises, agreements or warranties, except such as are expressed herein. E. Tenant will pay before delinquency all taxes assessed during the Lease Tenn against any occupancy interest in the l?rernises or personal property of any kind owned by or placed in, upon or shoot the Premises by Tenant. F, It? Tenant, with Landlord?s consent, occupies the Premises or any part thereof prior to the beginning of the Lease Term, all provisions of this Lease will he in Full force and effect commencing upon such occupancy, and Base Rent and Additional Rent, where applicable, for such period will he paid by Tenant at the same rate herein specified. Each party represents and warrants that it has not dealt with any agent or broker in connection with this transaction except for the agents or brokers speci?cally set forth in the ELI Rider with reitpect to each Landlord and Tenant, if either representation and warranty proves to he untrue, such party will indemnify the other party against all resulting liabilities. costs, expenses. claims, demands and causes of action, including reasonahle attorneys? fees and costs through all appellate actions and proceedings, if any, The foregoing will survive the end of the Lease Term, H. Neither this Lease nor any memorandum hereof will he recorded by Tenant. 1, Nothing contained in this Lease shall be deemed by the parties hereto or by any third party to create the relationship oi? principal and agent, partnership, joint venturer or any association between Landlord and Tenant, it being expressly understood and agreed that neither the method of computation of Rent nor any other provisions contained in this Lease nor any act of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant, Para 2: Landlord Initialsx?TeI nt Initials than? i 13! Composite Exhibit A 20 of 36 5. Wienever in this Lease the context allows. the word "including" will he deemed to mean "including, WIthout linnlatton". The headings of articles, sections or paragraphs are for convenience only and shall not be relevant for purposes of interpretation of the provisions ot?this Lease, . . K. This Lease does not create. nor will Tenant have. any express or implied easement for or other rights to air. or VICW over or about the Building or any part thereof. L. Landlord reserves the right to use. install. monitor. and repair pipes. ducts and conduits 1within the walls, columns. and ceilings of the Premises; provided- however. this shall not he construed to modify Tenant?s maintenance obligations set forth elsewhere in this Lease, and Tenant shall be responsible at Tenant?s expense for the maintenance and repair of any mechanical systems primarily serving the hrernises between the ceiling of the Premises and the roofdeelt of the Building. . M. Any acts to be performed by Landlord under or in commotion with this Lease may be delegated by Landlord to Its managing agent or other authorized person or firm, hi. it is acknowledged that each of the parties hereto has been fully represented by legal counsel and that each of such legal counsel has contributed substantially to the centent of this Lease, Accordingly, this Lease shall not be more strictly construed against either party hereto by reason of the fact that one party may have drafted or prepared any or all of the terms and provisions hereof?. In the event of any dispute hereunder other than an Event of Default. the prevailing party in litigation shall he entitled to recover all costs and expenses associated therewith, including reasonable attorneys? fees through all appeals, O, Landlord and Tenant acknowledge that the terrns and provisions of this Lease have been negotiated based upon a variety of factors, occurring at a coincident point in time. including, but not limited to: the individual principals involved and the ?nancial strength of Tenant, (ii) the nature of Tenant?s business: and use of the Premises, the current leasing market place and the economic conditions affecting rental ratesr {iv} the present and projected tenant mix of the Building. and (V) the projected juxtaposition of tenants on the floods) upon which the hrerniscs are located and the ?oors within the Building. Therefore, recognizing the totality, uniqueness. complexity and interrelation of the aforementioned factors. the Tenant agrees to use its host efforts not to disseminate in any manner whatsoever, (whether by word of mouth mechanical reproduction. physical tender or by any manner of visual or aural transmission or review) the terms and conditions of this Lease to third parties who could in any way he considered presently or in the future as prospective tenants for this or any other leasehold property with which Landlord may be involved. P. If more than one person or entity is named herein as Tenant. their liability hereunder will be joint and several. In case Tenant is a corporation, Tenant represents and warrants that this Lease has been duly authorized, executed and delivered by and on behalf of Tenant and constitutes the valid and binding ageen?tent of Tenant in accordance with the terms hereof, and Tenant shall deliver to Landlord or its agent, concurrently with the delivery of this Lease. executed by Tenant. certified resolutions of the board of directors {and shareholders. if required} authorizing Tenant?s execution and delivery of this Lease and the perfonnancc of Tenant?s obligations hereunder, In case Tenant is a Tenant represents and warrants that all of the persons who are general or managing partners in said partnership have executed this Lease on behalf of Tenant. or that this Lease has been executed and delivered pursuant to and in conformity with a valid and effective authorization therefor by all of the general or managing partners of such partnership. and is and constitutes the valid and binding agreement of the partnership every partner therein in accordance with its terms. it is agreed that each and every present and future partner in Tenant shall be and remain at all times jointly and severallyr liable hereunder and that neither the death. resignation or withdrawal of any partner. nor the subsequent modi?cation or waiver of any of the terms and provisions of this Lease, shall release the liability of such partner under the terms of this Lease unless and until Landlord shall have consented in writing to such release. Q. Landlord has made no inquiries about and makes no representations express or implied} concerning whether Tenant's proposed use of the Premises is permitted under applicable law, including applicable zoning law: should Tenant's proposed use be prohibited Tenant shall be obligated to comply with applicable law and this Lease shall nevertheless remain in full force and effect- R. Notwithstanding anything to the contrary in this Lease, if Landlord cannot pertonn any of its obligations due to events heyond Landlord's control, the time provided for perfonning such obligations shall be extended by a period of time equal to the duration of such events, Events beyond Landlord's control include. but are not limited to, hurricanes and ?oods and other acts of God. war. civil commotion, lahor disputest strikes. fire; flood or other casualty. shortages of lahor or material. government regulation or restriction and weather conditions. 8. Tenant agrees to pay. before delinquency. all taxes assessed during the Lease Tenn agreement all personal property. trade fixtures. and improvements located in or upon the Premises and {ii} any occupancy interest of Tenant in the l?reinises, T. Landlord shall provide, at Tenant?s expense, identi?cation of Tenant on the Building Directory and Building standard suite identi?cation of Tenant at the immediate entrance of the Premises. U, At the request of Landlord following the close of each fiscal year of Tenant, the close of each Lease Year or the close of each calendar year during the Tenn, or {ii} if pursuant to a request or demand made by Landlord?s lender, or if there is a default or Event of Default under this Lease. Tenant shall furnish to Landlord a balance sheet of Tenant as of the end of such ?scal year and a statement of income and expense for the fiscal year then ended. together with an opinion of an independent certified public accountant of recognized standing to the effeet that said financial statements have been prepared in confonnity with generally accepted accounting principles consistently applied. and fairly present the ?nancial condition and results of operations of Tenant as of and for the periods covered. Tenant represents and warrants that it is not acting, directly or indirectly, for or on behalf of any person, group, entity. or nation named by the United States Treasury Department as a Specially Designated National and Blocked Person; or for or on hehalf of any person. group. entity, or nation designated in Presidential Executive Order 13224 as a person who commits, threatens to commit. or supports terrorism: and that it is not engaged in this Lease directly or indirectly on behalf of. or facilitating this rice It: Landlord initials/?Ten nt 1131 Composite Exhibit A 21 of 36 Lease directly or indirectly on behalf of: any such persom group. entity or nation. Tenant agrees to defend. indemnify. and hold harmless Landlord from and against any and all claimsi damages. losses. risks~ liabilities. and expenses (including reasonable attorneys? fees and costs} arising; from or related to any breach 0f the foregoing representatien and warranty. W. Tenant hereby grants permission Landierd anx?nf3rnff 2 Composite Exhibit A 23 of 36 Landiet?d Initials 3?xrsri 3 2i N. am MK my; ?memorw ?n '53: Wk WW.- -w w, haiku-u.? as.? umwfu? 1? SITE PLAN EXHIBIT EXHIBIT 1 FLOOR PLAN n? - 863DWISE ,x 3 i I W, xm?r?? i Suite 2203 04 . 1 i 1.614 Sq Fl. CLUSET Saite 2205 :w ?t 1'F333: L?m?f?A 5 Suite 2203?65 2,358 Totai Sq. Ft. The ?warm? at 77300 C?mtgrest Danhurg Management Cm?porntion Building 2000 Suite Interim" "um ?mm? int-n12. ?ni?t 31"? a-r . Hacn [Cm-m. I [.3348 701} Conga-s: Awtnue Ru 5? Bow R??ln, 3348', Landlorzi Init?alsiT 81121 In?tials HM: Composite A 24 of 36 LEGAL DESCRIPTION Parcel of the Plat, accardizag to the Fiat ihereof. recardcd if: i?iat Beak 38, Page 53 of the ?Public: Records of Palm Beach Ceunty. Flerida. Pug? ?3 Landiord initiaisfi?cnani Jinnah-z ST 8.89 LE Composite Exhibit A 25 of 36 EXHIBIT RULES AND REGULATIONS l. The sidewalks. entrances, passages. courts, elevators. vestibules. Stairways. corridors. and halls shall not be obstructed or encumbered by any Tenant or used for any purpose other than ingress and egress to and from the Premises. 2. No awnings or other projections shall be attached to the outside walis of the Buiiding without the prior written consent ot?Laudlord. No curtains, hiinds, shades, or screens shalt he attached to or hung in. or used in connection with, any window or door of the Freuiises, without the prior written ecuSent of Landlord. Such awnings, projections, curtains, blinds, shades. screens or other ?xtures must be of a quality, type, design, and color, and attached in the manner approved by Landlord. 3. No sign, advertisement, notice or other lettering shail he exhibited, inSCi-ibed, painted or affixed by any Tenant on any part of the outside of the Fremises or Buiiding or on the inside of the Premises if the same can he seen from the outside of the Premises without the prior written consent of Landiord except that the name of Tenant may appear on the entrance door of the Premises. in the event of a violation of the foregoing by Tenant, Landlord may remove. same Without any liability and may charge the expense incurred by such removal to the Tenant or Tenants violating this rule, Interior signs on doors and the director}: as wet] as exterior suite identification piaques shall be inscribed. painted or affixed for each Tenant by Laudiord at the expense of Such Tenant and shaft he of a size and styie acceptable to the Landlord. 4. Tenant shell not occupy or permit any portion of the Premises demised to it to be occupied as an office for a public stcnographcr or typist. or as a barber or manicure shop. or us an empioyment bureau- Tenant shah not engage or pay any eiupioyces on the Premises. except those actually working for Tenant at the Premises. nor advertise for tuber giving an address at the Premises. The Premises shall not be used for gambling. lodging. or steeping or for any iinniorai or illegal purposes. The Premises shalt not be used for the manufacture. storage, or sale of merchandise. goods or property of any kind whatsoever. 5. The sashes. sash doors. skylights. Mudows. and doors that rchect or admit light and air into the halts. passageway or other public places in the Building shall not be covered or obstructed by any Tenant nor shall any bottles. parcels or other articles be placed on the window sills. No materials shall be placed in the corridors or vestibules nor shall any articles obstruct any air conditioning supply or exhaust vent. 6. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed and no sweepings. rubbish. rags, or other substances shall be thrown therein. All damages resulting from any misuse of the ?xtures by Tenant, its servants. employees. agents. or licensees shall be borne by Tenant. 7. No Tenant Shall mark. paint, drill into. or in any way deface any part of the Premises or the Building of which they form a part. No boring. cutting, or stringing of Wires shall be permitted. except with the prior written consent of Landlord. and as it may direct. Should a Tenant require teiegraphic, teiephortic, annuneiator or other communication service, Landlord will direct the electricians where and how wires are to he introduced and placed, and none shalt be introduced or pieced except as Landiord shalt direct. Electric current shah not be used for power or heating without Landlord's prior written permission. Neither Tenant nor Tenant's Agents including, but not limited to. electrical repairman and teiephone instaliers. shail lift, remove or in any way aiter or disturb any of the interior materiais of the i?remises or Buiidiug. not shalt any of same have any access whatsoever to the area above the interior ceiling of the Premises or the Building except with the prior written consent of Landlord and in accordance with established by Landlord. No antennas shail be permitted. 3. No vehicles, or animals of any kind shat} be brought into or kept in or about the Premises, and no cooking shall he done or permitted by any Tenant on said Fremises. No Tenant shall cause or penuit any unusual or ohiectionahlc odors to be produced upon or permeate from the Premises, 9. Landlord shalt have the right to retain a passkey and to enter the Premises at any thne. to examine same or to make such utteratious and repairs as may he deemed necessary. or to exhibit some to prospective Tenants during uormai business hours. 10. No Tenant shalt make, or permit to he made, any unseemly or disturbing noises or disturb or interfere with occupants of this or neighboring buiidings or premises or those having business with them. whether by the use of arr}r musical instrument. radio, taikiug machine, unmusieai noise, whistting. singing, or in any other way. No Tenant shat! throw anything out of doors, windows, skylights, or down the passageways, E. No additional Eocks or bolts of any kind shall he placed upon any of the doors or windows by any Tenant, nor shat] any changes be made in existing. Eocks or the mechanism thereof. Each Tenant must. upon the termination of his tenancy restore to the Laodiord alt keys of offices and toiiet rooms. either furnished to. or otherwise procured by. such Tenant. Tenant shalt pay to the Landiorci the cost: of any lost keys. Shoui? Tenant require any key changes. Tenant may request such changes from Landiord in writing and Tenant shalt be required to use Landlord?s authorized locksmith at Tenant?s expense. Any re~heying charge from Landlord?s locksmith due to Tenant?s use of an unauthorized locksmith Witt he hiliecf to the Tenant as additionai rent or: the next rental invoice. In case of emergency. Tenant may contact handiord?s authorized locksmith. Boce Security Center and Locksmith. 131i NW 2nd Avenue, Boon. Retort. FL 33432. telephone number is {561?} $595-$383 {subject to change at any time without notice}. Should Tenant contact Landiord?s authorized Eocksmith directiy. Tenant shaEE he fatty responsible for notifying the iochsuiith that the service call is for a Danburg Management Corporation property and that ail locks must be set to the master settings for the property. Tenant shalt be financieily responsibte for any costs associated with failure to notify locksmith of the above. 12. Tenant will refer all contractors. contractors? representatives and installation technicians, rendering any service to Tenant. to landlord for Landlord's supervision. approval, and control before pcrfonuance of any contractual service. This provision shall apply to all work performed in the building. including installations of telephones, telegraph equipment. electrical devices and attachments, and installations of any nature affecting floors. walls. woodwork. trim. windows. ceilings. equipment or any other physical portion of the Building. LDC, Laudtord Initiaisfi?enant Initials 33 as? Composite Exhibit A 26 of 36 13. removals. or the carrying in or out of any safes, freight, funiitore or huiky matter of any descriotion must take place during the hours which the Landlord or its agent may determine from time to time. Ali such movement shaii be under supervision of Landiord and in the mamier agreed between Tenant and Landiord by lure-arrangement before performance, Such ore-arrangements initiated by Tenant wili ineinde determination by Landlordt subject to his decision and control. of the time. method. and routing of movement and limitations imposed by safety or other concerns which may prohibit any article. equipment or any other item from being brought into the building. Landlord reserves the right to prescribe the weight and position of all safes. which must be placed upon 2-inch thick plank strips to distribute the weight. Any damage dene to the Building or to other Tenants or to other persons in bringing in or removing safes. furniture or other bulky or heavy articles shall be paid for by the Tenant. l4. Tenant agrees that all machines or machinery placed in the Premises by Tenant will be erected and placed so as to prevent any vibration or annoyance to any other Tenants in the Building of which the Premises are a part. and it is agreed that upon written request of Landlor? Tenant Willi within ten {10} days after the mailing of sech notice, provide appwveci settings for the absorbing preventing. or decreasing of noise from any or 311 machines or machinery plac ed in the Premises. IS. The requirementx of Tenant will be attenzieci to oniy upon written application at the office of the Buiiding. Empioyees of Landierci sheil not receive or carry messages for or to any Tenant or other person nor contract with or renrier free or paid services to any Tenant or Tenant's agent, eniployeesi or invitees. 16. Canvassing. soliciting. and peddling in the Building is prohibited and each Tenant shail cooperate to prevent the same. i7. Landlord wiil not he respomible for lost. stoien. or damaged pronertyi equipment, money. or jeweiry from Tenant?s area or pohiic rooms regardiess of whether such ioss occurs when area is iocked against entry or not. 18. Landlord Specifically reserves the right to refuse admittance to the Building from 6 om. to 8 an}. daiiy, or on Samrdeys. Sundays or legal holidays, to any person or persons who cannot furnish satisfactory identi?cation. or to any person or persons who. for any other reason in the Landlord's judgment. should be denied access to the Premises. Landlord. for the protection of the Tenant and Tenant's effects may prescribe hours and intervals during the night and on Saturdays. Sundays and holidays, when all persons entering and departing the Building shall be required to enter their names. the offices to which they are going or from which they are leaving. and the time of entrance and departure in a register provided for the purpose by the Lancilord. 19. No Tenant, nor any of Tenant's Agems~ shall at any time bring or keep upon the Premises any inflammable. combustible. or explosive ?uid. chemical. or substance. 23. Tenant is strongly encouraged to use plastic chair path: at ail empioyee desk}; and workstations. Arty excess wear and tear to flooring in the Premises titre to Tenant?s failure to 6:0 so shall be Tenant?s responsibility. 2i. Unless Steteci otherwise in the Leasar painting by inedlorei use haiiding Standard Sherwin Williams; i908 informal ivory. Shouid Tenant repaint any walis in the Premises in any other eoior (unieszs approved in writing by Mndiorti). the cost of repainting those walls: at $0.55 per square foot: of surface area wili be bilieei as atfditionei rent in the next monthiy rentai invoice following notice from Landiord or withheld from Tenant?s Security Deposit at the end of the Lease. 22, Landiord reserves the right to make such other and further reasonabie rules anti regulations as in its judgment may from time to time be needed for the safetyi care and eieanliness of the i?remises. and for the preservation of good order therein and any such other or further mien and reguiations shall be binding upon the parties hereto with the same force and effect as if they had been inserted herein at the time of the execution hereof . turn? 2 Landlord Initials/Tenant Initials Sr Composite Exhibit A 27 of 36 EXHIBIT GUARANTY l/lx A (3)2515: a material intittcentenl to Landlord tn anter into the Leaset riatert 20t3 {the ?Lease??lt between Strategic Global Assets Management a Florida limited liability company dz?bfa Franctharantee.com. as Tonant. and 7?09 Congress, Ltd. a Florida limited partnershipt as Lanritordt the un?ersigned {indivEduaEEy. a ?Guarantor? and Efrnore than one person is signing betowl then cottecttvef}! raferreet to herein as ?Guarantor?jt hereby unconditionally and irrevocably guaranteest jointty and severally the complete and timely performance of each obtigation of Tonga: under the Lease and any extensions or renewats of and amendments to the Lease. This Guaranty is an absolute, primary. continuing. and gonerat guaranty of payment and performance and Es independent of Tenant?s obligations wetter the Lease. Guarantor waives any right to require Landlord tojotn Tenant with Guarantor irr arty suit arising under this Guaranty. proceed against or exhaust. any security givan to secure Tenant?s obligations under the Lease, or pursue or exhaust any other rarnedy in Lanrtlord?s power. Lan?lord may. without notice or demanrt and without affecting Guarantor?s liability hereunder, From time to time. compromise, extent! or otharwisa modify any or all of the terms of? the Lease, Guarantor acknowledgas and agrees that the: notica orovision so: forth in the: Laase is incorporated herein by this refaranca and made a part of this Guaranty; and Guarantor?s address for notions is so: forth belowt Guarantor hereby waives all demands for performance* notices of performance, and notices of acceptance of this Guaranty The liability of Guarantor under this Guaranty will not be afrecterl by; tho release or discharge of Terran: from. or impairment. limitation or modi?cation of. Tenant?s obligations under the Lease in any bankruptcy. receivership or other debtor relief procaedingi whether state or federal anti Whether voluntary or involuntary; the rejection or disaflirrtrance of the Lease in any such proceeding: or the cessation from any cause whatsoever of the liability of Tenant under the Lease- Guarantor shall pay to Landlord all costs incurred by Landlord in enforcing this Guaranty (including without limitation. reaSonable attorneys? fees and expenses}, Guaranto?s monetary liability under this Guaranty shall be limited to an amount equal to twelve (12) months of Rent as defined in the Lease (ie: includes Base Rent and Overhead Rent) at the rates and amounts in effect at the time that Tenant defaults under the Lease plus any reasonable attorney?s fees and costs incurred by Landlord in enforcing this Guaranty. Notwithstanding the foregoing. or anything in this Guaranty to the contrary. if after ?ve (5) days after an Event of Default the Landlord is unable to acquire exclusive possession of the Premises in the condition required at the time of surrender of the Premises. than the foregoing limitation on monetary liability Shall be null and void. of no further effect. and Guarantor shall have full liability under this Guaranty to Landlord. WITNESS: GUARANTQR: A Individually By: 3f Mamm?b?g ?g 3/ Print Name: Lev nos Arf?ress: Cat?3% {0 ?vi-3 Sq Vat) bem 9L. ?Sinatra? Date: tint 2013 F?l?i? 3 . Landlord lnitiaisi?fenant Initials Composite Exhibit A 28 of 36 EXHIBIT ACCEPTANCE OF heating ES MEMORANDUM This Acceptance ant" Premises Meninrandani is being executed pursuant to that certain Standard Of?ce Lease dated the /5 of Match. 2013? between 7700 Congress, Ltd.. a hlnricia limited partnership, as Landinrd, and Strategic Giohal Assets Management a Fiarida tiniited liability eninpany dfhfa as Tenant. pursuant te which Landlerd [eased In Tenant and Tenant leased from Landlord certain space, being designated as Suite No. 22G3-QS in the Buiiding commonly known as The Preserve at Congress and lneated at 7700 Congress. Avenue Bnca Ratnnt Flerida 3348?. 0111255?: speaified ntherwise herein at! capitaiized terms used herein shaii have the meanings assigned t0 them in the Lease, Landlni?d and Tenant hereby agiee that: it Landiorti?s Wei-k required under the tern-us oftlie Lease has: been fully completed. 2- Tenant hereby aeknnwiedges that the Premises are tenantahle and that Landinrd has no nhiigation for improvements with respect to the Premises, and Tenant further hereby acknowietiges that the Banding and the Premises are satisfaetnry in inspects. and are suitahie fer the ?Permitted Use as set in the Lease. 3. The Commencement Date (If the Lease is hereby acknowledged and agreed Tenant will take pnssessien of the 9ren1ises en 5- Rent on the Premises commences on June I. 2013. shaii abate Base Rent fer the Menths of Apt-ii and May 2013, The Lease Tenn expires on May 31. 281 The Base Rent Increases each year en April 1. 8. Tenant receipt of the entrant Rules and Regulations far the Building. which current Ruins and Reguiatinns are attached as an exhibit tn the Lease. if" . (Tl Agreed and Executed this I SQ day 0f *4 ?j?rt?vkx? . 2913, LANBLORD: 3?70!) Congress. Ltd? a Flnrida limited partnership WITNESSES: By: Fin itia usin Inc? a Florida cerpniatinn, its general partnez? i: .. a: ?:33 if Jikg?wx? By: Print NaniCP/g Rain?? 35 (3 in Jamie AW nrgi insident i TENANT: Strategic Glebai anage ht 4 01 'da iintited iiahility cmnpany (111333 FtandGuai? 111 '73s is?; By: I i VIM Print NanitzeaJ 1" Chi {inf? David Cntreia. Manager Fun? I Landiord Initiais/Tenant Initials ?mw?mm? Composite Exhibit A 29 of 36 Comarate Resolutien Let it be knawr; that David Cassia. as Manager of Strategic Global Asxeis Management LLC. a Florida limited liability {sompany df'bfa qudGnarantcelcoml is hereby authea?izccl as signatory for the Tenant arid furihennere is auti?aerized t0 enter into and bind T?n?am to a rental lease as. stipulated and outlined in the lease document. entitled Standard Of?ce Lease, The Preserve at 7700 Congress. Sean and Agreed to by: \3 Name: Lav Title: was 02.0 Witnesses By: 4% Dates: 3 12) Pam i {Ric/i Landlord lnitialsf?l?engnt nitia *1 Composite Exhibit A 30 of 36 IRS l? AMENDM ENT T0 STANDARI) OFFICE LEASE Tim; E0 QFFICE is maand Beztwezm 373i} Ltd. a Flore?u lcmi?etf partnership Stra?egm ms: ul Amok ELL. 3 Fl?r??a Eimllmi lmh?t?ly company? dha Fram?iuamnty??im (?Tenant?) a?d Lev Parmas, Imimduaiijr ("Tcnaz'EWL Emuif?ml. Wili'Rl'AS. 1 with! Taxman imuml angler dial scrim; Siazadaral ill?ilce Luau) dialed ?arch 25113 {liar regarding. scrum; as? 39:3":an in Lease. Which C(m?h?lh {If Suiica 2283-22205 gf?i?hc A: mm {?ungmag, 30(31th :11 Will} Cungmm Awnuex iluca Rattan, Hernia 3348?, and WHEREAS. Guaramur cxccuzw aim: (imam Guaramy dated of men (1:313 with 1hr: Leasu (?Guaranty?) in cmmfaman with size Lease; and PAS. Tcnam has has: subject In a caniwmag liven: ni?l?ciauli under 1312 Lease: mmll?ng From noapaymcm uf Rum due to Landlorm and a resull? Tenant its rlglil? mile and and to Suites 2203-2204 and WHLREAS. Landlerd and {main wish in mlif?y and af?rm the Loam: with 10 lhe remaining Premises mnsislmg ul" Sum: 2305, subject In and cm the and (:m?ldumms Farm harem, MOW. THEREFORIL. in ol? sum or TEN and HULLARS {$10 (3U) pawl by Tenanl lo Landlord. the mutual cumumcd harem. and ether and valuable the and suf?ciency all" which are hereby Landlurd and 'I?cnanl dn hereby algmc as mig?jn? Ucl'msgliggmg The: E?eentgo?ng are truc emf came: and 2m: heyday incurpmazed by slim ral?crmm am ?bril: in men: entirety Any capitallvexi term no? delinezd keratin whaEE hem: the: same ramming ag asenbcd to it kit the Lease 2. {andlm?i and Tenant agtte that cffcelwc as; nfluly S. 20 l4, anti Fur the rema?mier (if the Lease {can which CKPEPES mt May FE, Zili'i, the: Premmas m: Emigar malm?ss 35mm; 33 pan {2:1th as de?ned unlit!? th Eicasek and enly Includes Sum: 2295. wh?ch coasmm of? 1?44 feet as. stipulated zn? agreed by an?imd and l?enun: The Elm}: plan Stfile is attached hereto :15: Exhibit A, Tenant agrees; ls} Meme anal deliver 19 Landlord m: {31? memorandum for Sails 22:35 whieh attached imam. 3 Snag Rear [3352 Rem (plus applicable sales {ax as am farm an {ha Lease} far 111;: remainder afthe Lease 3mm will hs: due and payable as rc?ccmd i?mluw {fur pulpezscs gal? [hrs Ammdmeal, a ?1.835%: Year? Is dcl?an?d in be each year an ill: Tum Date a: Mammary Lam's Yam 5'ng? Animal Monr?fy 12m: - leillS 5?.le {10 A $15l326y<1f3 2G 94?3151?3 SGUBUM 52% 22 $6387 538 SL315 $2185 $1354 78 *Allhaugh EaSc Rani is sti?ed For salgulalien pumuses, Lam: Yam" 125.5 Ihaa iwalvc manihs Rem rs: (1m: and gnyahie manlhiy during an: image Term in a?dirien Sales tax, jamioriai chargas and Tenant?s ruaarwd parking space menihly chargt, I-?im: Momh?s Base Rem the amnum 20. plus aales tax Illc amount 01385 (37.1059:th Janitorial in the amount (11? 575 64 and Tenant?s parking space charge amount $65. fur a lmal due the amount of is". dm: and payable In ?pun Tcnanl?s cxccuhun and delivery ul?lhis; Amendment Landlord Tcnanl shall recewc a prooratcd crcdu against 201d Baal: Rum and Octobcrjamtonal charges {or the numbger of days on 2014 that Tenant Jul not receive me delivery ml? the keys for possassinn of" Suite 2205 The of Base Rem ls addmun la the. past due Rent than remains due and owing 10 Landlard the amount (?Pam Due Rent?) the unearned broker wmmissizm that Tenant has agreed to pay in the amuum m? $139092. sunsldermlun uf Landlord rclcuing $111th 22ll3~22m Tenant, Jumcd by (iuammur this Amendment agrees in pay the Pass: Daze Rem and :3 full as late: man chember 3 mm: Eh ?fth-c essancc as: 10 Such paymmt if}! this (fur: {fate Nelwirhsian?ing the mug?de due date far paymcm ol? the: PESE Due Run: and Tenant agrees; use its best affirms Is: make payments to E6 December 3E. 20 14. as "l?enam may prepay in whole 0r part the Past Due Rent and tommiss?tm So lung 35; Tasman: 6:21:31}! peiys all Rcm? P35: Fm: Ram and the Commisslan when 611:, anti 5:0 Etmg as Teaanl timely perfams all {iihcr ahl?g?mama ul? Tainan: ?mic: Ihc Lease, Landlord sigmzx (hm a! shaft am cal?nrcu Eigf?flfil Tenant or Guaranmr the payment o?'thc usizliuzmal mun?cs re; aim: has l} {a mu Composite Exhibit A 31 of 36 tlu: dUWsting at the and tar the expenses ancurrcd by Landlord the ?Other Expenses"). Landlord hereby reserves lht: ?ght to enforce payment 0f? the (Ether against Tenant and Guarantor upun the of an [went of Default Undur tht: Lease lf an [?tment of Dcf?ault its triggered? than shall he mulled is: unfetrce agama: 'Fertam and Guarantnr the payment BE all: wl? the unpaw P3521 ?31m Rent; Raul. .incf Gll??t?f Ralettmg El' Tenant standing. Withimt 23:; Event or? chatxlt the: arm; of Lean: Term. Ellen Lan?lord agrees that mutter Tamra! tier {Mammal shall have may ubhgatmn for Gt?the Other Rerlsuing Expenses 4 Rent: Tenant's, Share: tr: rcdacsd W9, Tenant shall commune tn pay Teztam's Share of (Neshcat? Rum accosdanec the: pams?uns ul?flugltem 3 ul?thc lletzset f? {canal ?s Scum!? Ef?l Ellis: nithuiifll ul? shill? f?se It}; I during the amalgam uftlta: Lcahc Term in ?e?l??i?l?ECC the terms afthe Legset ggfgijntiggm, {Datum gf {igrgt {)fl'et; All (311119135 state? if; the team, tl?nny. am hzicl?ry Far 9932mm at? this Amendment. ?Optima" mamas a ?ght or Optima nt?l?caant cxicnd, macw u: cancel the tam ut? the Lease; {1i} cxpand or mamas: the Wammest ur ralncate walla the auditing 9r the Prugcgti and rights at? ?rst ruling! u: ?rst offer or malice {or Similar riglme) with {lama to the least at}? {31315: small in the Budding a: 131:: a: the purchase ol any gamma! al?tlw ?naldmg 13F Prejcutt ?3 Brazing-rs Tenaul rcprescats and warm?ts; that arty brakerags recs 0r utilitya assecmied With this, are that: icsponaihaitty ul? Twain. and T?tnam Shall um} bald Landimd ?gm all masts, cxpunxeu. ctmma. demands amt mums afactmn. iacluding reammble atmmeys? fires and cash: thmugh :th any appeliate arming, taut orally or demand by any bmkm? for any such hmkeragc tines l..tndlurd to Tenant t: hat. not dealt any brokm' connection will tins Amendment 8. Name. ?T?cnant hereby agrces that legal name is Stratcgic Global Assms, MC. and that than: was a error the uriginnl Lease pertaining ?l?cnam?s name as stated therein. Tenant acknowledges, and that the w?vencr?s cn'ur is corrected by this Amendment and that at all tunes the Luau: was and mmams an Tenant the typographical error In "l enanl?s name Is; ?l"raud?uaramy com? and nut ?Fraud0uarantcc.cum." Tenant Further agrees that the Lease Is hereby amended to camel {hm acrivcucr?s error. and any references any relating the Least: that may Include thus-t: Iypugmphical gamut; 3W mrmuml by Amm?mcatt and till such dttuumema ma: mulled and al?i?smte? by Tenant :55 set forth below [,?n?lord anti Tenant each hereby renaw 21nd ratify the Lea-gut 1E2. Figl?h? am? obizgzmults umigr the Least. as; mn?t??scd by this Anmmimeett. lit the event ot?a or between the Lame am} ?1:5 the Eerms .lml prm'iskms till this Amen?mcnt shall [.ttndiertf and Tenant caaih represents and t0 the 0th?!? {it that the execution and of Amen?mcnt has. been {all}; authnn?zcd all necessary stalwarts. ceiempany Lit} that (Eta: permn signing this; Amwdmam has? the reagtnsitt: authuntg to do 30 dE?Ed the amhurtty and ti: bind the Tammi m1 Wham behalf they hzwe that lhEs Amcmimcm aha: mild and abf?gsttons 62? the parties tn and {iv} the: best (?if catch party's: knowledgc, this Amendment 15 legally In With its terms. Tammi taut-mats; am} to {halt (E) It} Elli: has! 91" :15 kauwl?dgc, as of the date hermall and Tenant itave each With all of the terms and canditaunx al?thc 1x359, [ii] ngtani haze at} rights If: any crcdit, claim, cause at? mitten, af?ict similar against Landturd er tht: Base Run: nr may athcr charge existing as; of the claw heme? usder the 1.233%. and wuhum Landimd?s {ariur written mammal then: have [3132?! an magnum? aubls3sucs ?f trami?emm (3f the Lease, {If arty or firm nacupying er haying right future to aceupy the Premises, a: any part ih?mul?, cxaept Tcaam. Tenant Further cavenaals and agmcs Ihat ?l?cnant waives and {chase-t Landierd and its; agems. partners, and grup?rty managgr {mm any am} all damands, a? acliun. offsets. and any Dlh?f clams whatsucvcr that 312mm may have against Landlurd the data": harem; an cansideralmn {?13133 Lease Perm exts?swn granted ts Tarzan: by this Amendmam. Guaranmr has mined in this tn ratify and af?rm his Guaranty ba?cd 13mm the Ltzaqc as modified by this: Amendmn?ni. and in cavca?ni and tu pay the Past Due Rizal jointly ?ail. swat-ally watt: Tenant. {an the [tram statue} harem; Tamara! ?mhm agrees to cause the cxecutmn and delivery of the {Turptarma Reamiutmn that attached harem, mt}: Tenant?s; Llclivcry {a 9f executed Amendment, in order l0 con?rm the anthomy a? the signatery ?f"i?cnan? it.) this Amcn?mcm it?; Tints Ame?dmmt is by the lawg ohm: State 0? Fln??a. Tim: Amendment may he Mantra mimicryamt eath a? which shall he mansudemd an ongimt and whim taken tuggthizr ahaii canstituw (me aluminum Emmi or lamimilc lmnammsinn ofa glany?a signed that: be {tindang can such party as thaugh at; ungmal dalcumcral has 13:21:21 dciswred. Tlus Amendment shall 1301 ha: cffc?zwc until hig?cd by Landinni, whca'capan the. :z??cctivc ditt? amm; Amendment shall he li'lt: data: ?xated {thew HF PAGE LEFT BLANK. PAGE Latidkaid it ?rth lm?mlx (it; mule? ha Composite Exhibit A 32 of 36 15f WETNESS Lan?iom 'E'cnam and Swimmer have mach axeuutcd this Amendment the dates Mitten bemw that games .p Name 7? I By I Dazed. WITNESSES (l0 Ten?m): TENANT: Nam: Name P?mcd Ltd), a Finiida limiicd 12mm. A Danmburg. President WITNESSES {3 Mama: '3 if?? Name Primed I, 1?tials?Tena?m Eniugls 3 Composite Exhibit A 33 of 36 ?17. Madullm am? Suite 220:5 a Lam}: liniliais??cnmm hung?? 4mm}: initials 4 Composite Exhibit A 34 of 36 Corperate Resolution Let ii be known ihai {David Corrcia, as Manager of Straiegic Global Asscis, LLC, a Fiorida iimited company, dba l?raudGuaranty?Gm. is hereby allihGI?iZEd as signatery fer ?le Tanant and is: nuilmrizcd enter mm and bind ?i?cunm l0 an Amcmimcnl in rental icasc HS stipulmud :md Guilincd in the icase documant, entitled Firs: Amendmam t0 Standard Of?ce Lease, The Preserve at 7700 Cengress. Sean and Agreed {a by: mm: Wimesscs 33%Landiurd Imitais (inn! Initialsf?uaranmr [mimix Composite Exhibit A 35 of 36 Palemsaeg MEMORANDUM Tim; Accapiancc Premiseg Memorandum it; being execuicd pursuant lo ihai ceriain First in Siandard Of?ce Leas?: dated i112: day of 28M. betwcan 7?30!) (fangress, Ltd., :1 Hurida iimiled partnership. as [.andierd. and Siraicgic Giobai Assam, LLC, a iimiicd company, dba i?rmasi?m?lmycemi as Tenant. mammal in ?hid? lamiinrd Emmi and ?i?m?mm lczisuai l'mm Landlord ca?aim Space, being designated Suite Ni), 2205 (?Premises") in the Buiiding known as The Preserve 31 T3813 and mashed at Avenueg Ema Rattan. Fiatida 3348?. Uninss Specified atharwisc herein, ail capitalized terms used herein shali have {he maanings assigned ?13 them in {I?m Image, which is dafined in me Amendment. and Tenant hereby agree that; i. Tenant hereby that the Premises are icnaniabie, and ?i?c?ani Further hereby acknawledgea aim: the Emidang and the Prermsas an: saiisfasiory in 813 respects, and are aniiabie far 1339 Permitted Use as set [?0th an iha 1,2351: 22? Landiord has delivered ihc keys and possession ofihc i?rcmisex to Tenant en Sepicmber 2014 3 Base Rent {an {he i?mmixcs on wiih annual increases 0n 1 of each year? Tammi shail be mailed in a prm?atcd Base Rem Ci?cditgrising [torn Scptember 2014 Base which be appiimi to Tcnamk mimics For 2014, as Si?icd an the Amendment ?3 'i?he Least: yi'erm cxpirca an. May 3 3 i 2617? A 54 Tenant receipt of the current Ruins and chuiaziens for the Building, which tartan; Ruics and Reguialions are attached as an exhibil {0 1316 Lease. and Exacuied this ., day (if . 20 i 4. EM: 7360 Congress, am, a Finrida 5imil?d By: Fiorida Business i?arks, Inn, 21 carpnratitm, 513 general pani?icr By; Pram Name; . . Same A. Danhurg, President Strategic Glabai company, dba Fr a midi: iimiicd i. . . 8y; (r . Name: @213? i, initzais?gant f?itzaisr?Guaranmr [miiais Fran Name Composite Exhibit A 36 of 36 7700 Congress Avenue, Suite 3100 T: 561.997.5777 F: 561.997.9577 DANBURG November 20, 2014 VIA EMAIL Strategic Global Assets, LLC 7700 Congress Avenue, Suite 2205 Boca Raton, FL 33487 Attn: David Correia, Manager Re: Lease dated March 15, 2013, as amended (?Lease for Suite 2205 (?Premises?) at he Preserve at 7700 Congress located at 7700 Congress Avenue, Boca Raton, Florida 33487, between Strategic Global Assets, LLC, as Tenant and 7700 Congress, Ltd, as Landlord Dear Mr. Correia: This communication serves as formal notice pursuant to the terms of the above- referenced Lease that there is an Event of Default under the Lease in that the Tenant has failed to timely pay Rent (as de?ned in the Lease) due to the Landlord. There is a current outstanding balance due to the Landlord in the amount of $27,282.09, together with attorneys? fees and costs of collection, as of November 20, 2014. Demand is hereby made for payment in full of the rent which currently remains outstanding no later than November 25, 2014. A copy of the 3-day notice that has been posted at the Premises is attached hereto, together with a copy of an additional notice pertaining to Tenant?s abandonment of the Premises that has also been posted, as the Landlord has knowledge that the Tenant has been absent from the Premises in excess of thirty (30! days. Failure to submit payment as required by the Lease and pursuant to the demand made by this letter will result in further action by the Landlord which will subject not only the Tenant, but also the guarantor, Lev Parnas, to liability for payment of all amounts of Rent now and hereafter owing to the Landlord, in addition to attorney fees and costs of collection. Please note that if payment is not timely made, Landlord will exercise of all of Landlord?s remedies under the Lease and applicable Florida law, including acceleration of all Rent for the remainder of the Lease term. If Tenant or Guarantor will make timely make payment, then the exact amount due as of the payment date should be veri?ed by contacted the undersigned prior to making any such payment, as rent and late charges continue to accrue each month for the duration of Danborg Management Corporation 1 Composite Exhibit 1 of 3 the term of the Lease. Payment should be made by cashier?s check or Wire transfer. Remittance by mail shall be made to our address stated above, and if payment will be made by wire transfer then you should contact us for this information. Payment in person may be made at our of?ce address stated above. PLEASE GOVERN YOURSELF ACCORDINGLY. Sincerely, Danburg Management Corporation, authorized agent for Landlord Robbin Newman General Counsel cc: Jamie Danburg (via email) Lev Pamas (via certi?ed mail, return receipt requested) Danburg Management Corporation 2 Composite Exhibit 2 of 3 7700 Congress Avenue, Suite 3100 T: 551.997.5777 F: 561.997.9577 DANBURG December 9, 2014 VIA EMAIL Strategic Global Assets, LLC 7700 Congress Avenue, Suite 2205 Boca Ratona FL 33487 Attn: David Correia, Manager Re: Lease dated March 15, 2013, as meander} (?Lease?), for Seine 2205 (?Premises") a! The Preserve at 7700 Congress located at 7700 Congress Avenue, Boca Raton, Florida 33487, ban/seen Strategic Global Assets, LLC, as seen: and 7700 Congress, Ltd, as Landlord Dear Mr. Correia: There has not been any response whether by centact or payment of rent since our letter dated November 20, 2014; and at that time more than thirty (30) days had already passed that Tenant had been absent from the Premises; therefore, this letter serves as ?nal legal notice that the Tenant has abandoned the Premises All preperty that was left in the Premises shall be sold to satisfy the Tenant?s outstanding obligations to the Landlord pursuant to the exercise of Landlord?s remedies under the Lease. he exercise of such remedies shall include pursuit of the Tenant and Lev Partiesa the guarantor, so that the Landlord may be made Whole with respect to all monies due and owing to the Landlord. PLEASE GOVERN YOURSELF ACCORDINGLY. Sincerely, Danburg Management CorpOration, authorized agent for Landlord Room New Robbin Neman General Counsel oc: Jamie Danburg (via email) Lev Parnas (via U.S. Mail and Via certified mail, return receipt requested) David Correia (via US. Mail) Danburg Management Corporation Composite Exhibit 3 of 3